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) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one Warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Auditor Firm ID: |
Auditor Name: |
Auditor Location: |
PART I |
||||||
Item 1. |
1 |
|||||
Item 1A. |
8 |
|||||
Item 1B. |
39 |
|||||
Item 2. |
39 |
|||||
Item 3. |
39 |
|||||
Item 4. |
39 |
|||||
PART II |
||||||
Item 5. |
40 |
|||||
Item 6. |
41 |
|||||
Item 7. |
41 |
|||||
Item 7A. |
45 |
|||||
Item 8. |
45 |
|||||
Item 9. |
45 |
|||||
Item 9A. |
45 |
|||||
Item 9B. |
46 |
|||||
Item 9C. |
47 |
|||||
PART III |
||||||
Item 10. |
48 |
|||||
Item 11. |
55 |
|||||
Item 12. |
56 |
|||||
Item 13. |
57 |
|||||
Item 14. |
59 |
|||||
PART IV |
||||||
Item 15. |
61 |
|||||
Item 16. |
63 |
• | references to “we,” “us,” “our,” “the company” or “our company” refer to DPCM Capital, Inc., a Delaware corporation; |
• | references to our “sponsor” refer to CDPM Sponsor Group, LLC, a Delaware limited liability company; |
• | references to “common stock” refer to our Class A common stock, par value $0.0001 per share, and our Class B common stock, par value $0.0001 per share, collectively; |
• | references to “public shares” refer to shares of our Class A common stock sold as part of the units in our initial public offering (whether purchased in our initial public offering or thereafter in the open market); |
• | references to “founder shares” refer to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to our initial public offering, and the shares of our Class A common stock issuable upon the conversion thereof; |
• | references to “public warrants” refer to our redeemable warrants sold as part of the units in our initial public offering (whether purchased in our initial public offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or our executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; |
• | references to “private placement warrants” refer to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering; |
• | references to “warrants” refer to the public warrants and the private placement warrants; |
• | references to “public stockholders” refer to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares; |
• | references to “management” or our “management team” refer to our officers and directors; and |
• | references to “initial stockholders” refer to holders of our founder shares prior to our initial public offering. |
• | our being a company with no operating history and no revenues; |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination, including the Proposed Transaction (as defined below); |
• | our expectations around the performance of the prospective target business or businesses, including D-Wave (as defined below); |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic, the invasion of Ukraine by Russia and resulting sanctions, and other events (such as terrorist attacks, geopolitical unrest, natural disasters or a significant outbreak of other infectious diseases); |
• | the ability of our officers and directors to generate a number of potential acquisition 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; |
• | our financial performance; and |
• | the other risks and uncertainties discussed in “Item 1A. Risk Factors” and elsewhere in this report. |
• | managing and operating businesses in the e-commerce, social media, website creation and hosting, smart mobility, venture capital, private equity and investment banking, space and microsatellite, micromobility and transportation industries; |
• | developing and growing companies, both organically and through acquisitions and investments; |
• | evaluating and managing the growth of new products and technologies; |
• | identifying, recruiting and mentoring management personnel; and |
• | sourcing, structuring, acquiring and selling businesses. |
• | Focus on disruptive technology-related businesses with high-growth potential that will benefit from our management team’s investments, experience and contacts. |
• | We will target companies that can benefit from being publicly traded and having access to the public capital markets. We will primarily seek a target that we believe will grow and benefit from the capital investment and will be able to effectively utilize the broader access to capital and the public profile that are associated with being a publicly traded company. |
• | We will target businesses that are market leaders, with established technologies and attractive financial metrics or prospects, where we believe that our industry expertise and relationships can be used to create opportunities for value creation. |
• | We intend to seek target businesses that have established management teams and a strong growth trajectory that we believe could benefit from the experience and contacts of our management. While this may include businesses with a history of revenue growth and profitability, we may also target businesses that are underperforming that that we believe can benefit from our expertise or technology. |
• | We believe our strategy leverages our management team’s distinctive background and vast network of industry leaders in the target industry. |
• | We believe that the unprecedented global pandemic has created once in a generation opportunities to invest in enabling technologies and innovations by companies that could benefit from our management’s experience and network and that in combination we can positively impact billions of lives, help get the world back to work, travel and leisure and schools safely and create attractive investment returns. |
• | 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 security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our 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 our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund 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; |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; 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. |
• | higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles and challenges in collecting accounts receivable; |
• | 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; |
• | cultural and language differences; |
• | employment regulations; |
• | public health or safety concerns and governmental restrictions, including those caused by outbreaks of pandemic disease such as the COVID-19 pandemic; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars, such as the recent invasion of Ukraine by Russia; |
• | deterioration of political relations with the United States; and |
• | government appropriations of assets. |
• | the markets we may serve may be subject to general economic conditions and cyclical demand, which could lead to significant shifts in our results of operations from quarter to quarter that make it difficult to project long-term performance; |
• | fluctuations in customer demand; |
• | competition and consolidation of the specific sector of the industry within which the target business operates; |
• | volatility in costs for strategic raw material and energy commodities or disruption in the supply of these commodities could adversely affect our financial results; |
• | supplier stability, factory transitions and capacity constraints; |
• | inability to obtain necessary insurance coverage for the target business’ operations; |
• | additional expenses and delays due to technical problems, labor problems (including union disruptions) or other interruptions at our manufacturing facilities after our initial business combination; |
• | work-related accidents that may expose us to liability claims; |
• | our manufacturing processes and products not complying with applicable statutory and regulatory requirements, or if we manufacture products containing design or manufacturing defects, the demand for our products declining and potential liability claims; |
• | litigation and other proceedings, including that we may be liable for damages based on product liability claims, and we may also be exposed to potential indemnity claims from customers for losses due to our work or if our employees are injured performing services; |
• | warranty claims related to our products, and resulting reputational damage and incurrence of significant costs; |
• | changes in industry standards; |
• | changes in tariffs and other trade practices; |
• | inability to protect our intellectual property rights; |
• | our products and manufacturing processes being subject to technological change; |
• | being subject to applicable laws and regulations of federal, state and provincial governments, including environmental and health and safety laws and regulations, and the costs of compliance with such regulations; |
• | disruption or failure of networks, systems or technology as a result of computer viruses, “cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events; |
• | fluctuations in foreign currency exchange rates; and |
• | the failure of our customers to pay the amounts owed to us in a timely manner. |
Public shares |
30,000,000 shares | |||
Founder shares |
7,500,000 shares | |||
|
|
|||
Total shares |
37,500,000 shares | |||
Total funds in trust (1) |
$ | 300,183,322 | ||
Public stockholders’ investment per public share (2) |
$ | 10.00 | ||
Initial stockholders’ investment per founder share (3) (4) |
$ | 0.003 | ||
Implied value per share of Class A common stock upon completion of the initial business combination |
$ | 8.00 |
(1) | Amount held in the trust account as of December 31, 2021. |
(2) | While the public stockholders’ investment is in both the public shares and the public warrants, for purposes of this table the full investment amount is ascribed to the public shares only. |
(3) | Our initial stockholders’ total investment in the equity of our company, inclusive of the founder shares and our sponsor’s $8,000,000 investment in the private placement warrants, is $8,025,000. |
(4) | Investment per founder share reflects (i) the stock dividends with respect to our Class B common stock of an aggregate of 2,875,000 shares and (ii) our sponsor’s forfeiture of 1,125,000 shares upon expiration of the underwriter’s over-allotment option. |
• | 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. |
• | may significantly dilute the equity interest of our current security holders; |
• | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change of control if a substantial number of shares of our common stock 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 common stock and/or warrants. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our business combination. |
• | registration as an investment company; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
(1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; |
(2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
(3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Name |
Age |
Position | ||
Emil Michael |
49 | Chairman of the Board and Chief Executive Officer | ||
Ignacio Tzoumas |
47 | Chief Financial Officer | ||
Kyle Wood |
45 | Chief Legal Officer and Secretary | ||
Peter Diamandis |
60 | Director | ||
Denmark West |
51 | Director | ||
Desiree Gruber |
54 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent registered public accounting firm’s qualifications and independence and (4) the performance of our internal audit function and the independent registered public accounting firm; |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent registered public accounting firm all relationships they have with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm; |
• | 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 registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting 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 and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, 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 registered public accounting firm, 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. |
• | identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of 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. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, 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 on an annual basis to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, if any is paid by us, and any incentive-compensation and equity-based plans that are subject to board approval of our other officers; |
• | reviewing on an annual basis 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; |
• | if required, 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. |
• | 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 B Common Stock |
Approximate Percentage of Outstanding Common Stock |
||||||||||||||||||
Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
||||||||||||||||
CDPM Sponsor Group, LLC (2)(3) |
— | — | 7,252,500 | 96.7 | % | 19.3 | % | |||||||||||||
Emil Michael (2)(3) |
— | — | 7,252,500 | 96.7 | % | 19.3 | % | |||||||||||||
Ignacio Tzoumas |
— | — | — | — | — | |||||||||||||||
Kyle Wood |
— | — | — | — | — | |||||||||||||||
Peter Diamandis (2) |
— | — | 45,000 | * | * | |||||||||||||||
Denmark West (2) |
— | — | 37,500 | * | * | |||||||||||||||
Desiree Gruber (2) |
— | — | 37,500 | * | * | |||||||||||||||
All directors and executive officers as a group (six individuals) |
— | — | 7,372,500 | 98.3 | % | 19.7 | % | |||||||||||||
Aristeia Capital, L.L.C. (4) |
1,749,637 | 5.8 | % | — | — | 4.7 | % | |||||||||||||
Glazer Capital, LLC (5) |
1,664,691 | 5.5 | % | — | — | 4.4 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o DPCM Capital, Inc., 382 NE 191 Street, #24148, Miami, FL 33179. |
(2) | Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one |
(3) | Our sponsor is the record holder of such shares. Mr. Michael is the manager of our sponsor, and as such has voting and dispositive power over the securities held by our sponsor and may be deemed to have beneficial ownership of such securities. Mr. Michael disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(4) | According to a Schedule 13G filed with the SEC on February 14, 2022, on behalf of Aristeia Capital, L.L.C., as investment manager with voting and investment control of securities held by one or more private investment funds. All or a portion of such reported shares may include shares underlying warrants. The business address of this stockholder is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
(5) | According to a Schedule 13G filed with the SEC on February 14, 2022, on behalf of Glazer Capital, LLC (“Glazer Capital”), with respect to the shares held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the “Glazer Funds”) and Mr. Paul J. Glazer, who serves as the Managing Member of Glazer Capital, with respect to the shares held by the Glazer Funds. The business address of this stockholder is 250 West 55th Street, Suite 30A, New York, New York 10019. |
• | repayment of up to an aggregate of $250,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | payment to our sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support; |
• | reimbursement for any out-of-pocket |
• | 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. |
Page | ||
F-2 | ||
Financial Statements: |
||
F-3 | ||
F-4 | ||
F-5 | ||
F-6 | ||
F-7 to F-21 |
* | Filed herewith. |
** | Furnished herewith. |
(1) | Incorporated by reference to an exhibit to the Company’s Current Report on Form 8-K (File No. 001-39638), filed with the SEC on October 26, 2020. |
(2) | Incorporated by reference to an exhibit to the Company’s Current Report on Form 8-K (File No. 001-39638), filed with the SEC on May 25, 2021. |
(3) | Incorporated by reference to an exhibit to the Company’s Current Report on Form 8-K (File No. 001-39638), filed with the SEC on February 11, 2022. |
(4) | Incorporated by reference to an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-249274), filed with the SEC on October 2, 2020. |
(5) | Incorporated by reference to an exhibit to the Company’s Annual Report on Form 10-K (File No. 001-39638), filed with the SEC on March 31, 2021. |
(6) | Incorporated by reference to an exhibit to the Company’s Current Report on Form 8-K (File No. 001-39638), filed with the SEC on July 23, 2021. |
Page | ||
F-2 | ||
Financial Statements: |
||
F-3 | ||
F-4 | ||
F-5 | ||
F-6 | ||
F-7 to F-21 |
December 31, |
||||||||
2021 |
2020 |
|||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
|
|
|
|
|||||
Total Current Assets |
||||||||
Cash and marketable securities held in Trust Account |
||||||||
|
|
|
|
|||||
TOTAL ASSETS |
$ |
$ |
||||||
|
|
|
|
|||||
LIABILITIES , REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT |
||||||||
Current Liabilities – Accounts payable and accrued expenses |
$ | $ | ||||||
Deferred underwriting fee payable |
||||||||
Warrant liabilities |
||||||||
|
|
|
|
|||||
Total Liabilities |
||||||||
|
|
|
|
|||||
Commitments and Contingencies (Note 6) |
||||||||
Class A common stock subject to possible redemption |
||||||||
Stockholders’ Deficit |
||||||||
Preferred stock, $ |
— | — | ||||||
Class A common stock, $ |
— | — | ||||||
Class B common stock, $ |
||||||||
Additional paid-in capital |
— | — | ||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Stockholders’ Deficit |
( |
) |
( |
) | ||||
|
|
|
|
|||||
TOTAL LIABILITIES , REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT |
$ |
$ |
||||||
|
|
|
|
Year Ended December 31, 2021 |
For the period March 24, 2020 (inception) through December 31, 2020 |
|||||||
Operating and formation costs |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) |
( |
) | ||||
Other income (expenses): |
||||||||
Interest earned on marketable securities held in Trust Account |
||||||||
Change in fair value of warrant liabilities |
( |
) | ||||||
Transaction cost allocated to warrants |
— | ( |
) | |||||
Unrealized gain on marketable securities held in Trust Account |
||||||||
|
|
|
|
|||||
Other income (expenses), net |
( |
) | ||||||
|
|
|
|
|||||
Income (loss) before income taxes |
( |
) | ||||||
Provision for income taxes |
— | |||||||
|
|
|
|
|||||
Net income (loss) |
$ |
$ |
( |
) | ||||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, Class A common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class A common stock |
$ |
$ |
( |
) | ||||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class B common stock |
$ |
$ |
( |
) | ||||
|
|
|
|
Class B Common Stock |
Stock Subscription Receivable from |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
||||||||||||||||||||
Shares |
Amount |
Shares |
Capital |
Deficit |
(Deficit) |
|||||||||||||||||||
Balance — March 24, 2020 (inception) |
$ |
$ |
$ |
$ |
||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
( |
) | — | — | ||||||||||||||||||||
Collection of stock subscription receivable from stockholder |
— | — | — | — | ||||||||||||||||||||
Proceeds in excess of fair value for Private Placement Warrants |
— | — | — | — | ||||||||||||||||||||
Forfeiture of Founder Shares |
( |
) | ( |
) | — | — | — | |||||||||||||||||
Remeasurement of Class A common stock to redemption Value |
— | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance – December 31, 2020 |
— |
— |
( |
) |
( |
) | ||||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance – December 31, 2021 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
For the Period March 24, 2020 through December 31, |
|||||||
2021 |
2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Interest earned on marketable securities held in Trust Account |
( |
) | ( |
) | ||||
Transaction cost allocatable to warrants |
— | |||||||
Change in fair value of warrant liabilities |
( |
) | ||||||
Unrealized gain on marketable securities held in Trust Account |
( |
) | ( |
) | ||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Accounts payable and accrued expenses |
||||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash into Trust Account |
— | ( |
) | |||||
|
|
|
|
|||||
Net cash used in investing activities |
— | ( |
) | |||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from issuance of Class B common stock to Sponsor |
— | |||||||
Proceeds from sale of Units, net of underwriting discounts paid |
— |
|||||||
Proceeds from sale of Private Placements Warrants |
— |
|||||||
Proceeds from promissory note—related party |
— |
|||||||
Repayment of promissory note—related party |
— |
( |
) | |||||
Payments of offering costs |
— |
( |
) | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
— | |||||||
|
|
|
|
|||||
Net Change in Cash |
( |
) |
||||||
Cash – Beginning of period |
— | |||||||
|
|
|
|
|||||
Cash – End of period |
$ |
$ |
||||||
|
|
|
|
|||||
Supplementary cash flow information: |
||||||||
Cash paid for income taxes |
$ |
$ |
— |
|||||
|
|
|
|
|||||
Non-Cash investing and financing activities: |
||||||||
Accretion for Class A common stock subject to possible redemption |
$ | — | $ | |||||
|
|
|
|
|||||
Deferred underwriting fee payable |
$ | — | $ | |||||
|
|
|
|
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
$ | ( |
) | |
Class A common stock issuance costs |
$ | ( |
) | |
Plus: |
||||
Accretion of carrying value to redemption value |
$ | |||
|
|
|||
Class A common stock subject to possible redemption |
$ | |||
|
|
Year Ended December 31, |
||||||||||||||||
Year Ended December 31, |
For the period March 24, 2020 through December 31, |
|||||||||||||||
2021 |
2020 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income (loss) per common stock |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss), as adjusted |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average common stock outstanding |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income (loss) per common stock |
$ | $ | $ | ( |
) | $ | ( |
) |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). |
• |
in whole and not in part; |
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; |
• |
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and |
• |
if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
• |
if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the |
December 31, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Deferred tax assets (liability) |
||||||||
Net operating loss carryforward |
$ | $ | ||||||
Startup/Organizational Expenses |
||||||||
Unrealized gain on marketable securities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total deferred tax assets |
||||||||
Valuation Allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Deferred tax assets (liability), net |
$ | $ | ||||||
|
|
|
|
December 31, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Federal |
||||||||
Current |
$ | $ | ||||||
Deferred |
( |
) | ( |
) | ||||
State and Local |
||||||||
Current |
||||||||
Deferred |
( |
) | ||||||
Change in valuation allowance |
||||||||
|
|
|
|
|||||
Income tax provision |
$ | $ | ||||||
|
|
|
|
December 31, 2021 |
December 31, 2020 |
|||||||
Statutory federal income tax rate |
% | % | ||||||
State taxes, net of federal tax benefit |
% | % | ||||||
Change in fair value of warrants |
( |
)% | ( |
)% | ||||
Transaction costs allocable to warrants |
% | ( |
)% | |||||
Business combination expense |
|
|
|
% |
|
|
|
% |
True ups |
|
|
|
% |
|
|
|
% |
Valuation allowance |
% | ( |
)% | |||||
|
|
|
|
|||||
Income tax provision |
% | % | ||||||
|
|
|
|
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’s assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
December 31, 2021 |
Level |
December 31, 2020 |
||||||||||||
Assets: |
||||||||||||||||
Marketable securities held in Trust Account |
1 | $ | 1 | $ | ||||||||||||
Liabilities: |
||||||||||||||||
Warrant Liability – Public Warrants |
1 | $ | 3 | $ | ||||||||||||
Warrant Liability – Private Placement Warrants |
2 | 3 | $ |
December 31, 2020 |
||||
Exercise price |
$ | |||
Stock price |
$ | |||
Volatility |
% | |||
Term |
||||
Risk-free rate |
% | |||
Dividend yield |
% |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of January 1, 2021 |
$ | $ | $ | |||||||||
Change in fair value |
( |
) | ( |
) | ( |
) | ||||||
Transfers to Level 1 |
( |
) | ( |
) | ||||||||
Transfers to Level 2 |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Fair value as of December 31, 2021 |
$ | $ | $ | |||||||||
|
|
|
|
|
|
DPCM CAPITAL, INC. | ||||
By: |
/s/ Emil Michael | |||
Name: |
Emil Michael | |||
Title: |
Chief Executive Officer | |||
(Principal Executive Officer) | ||||
By: |
/s/ Ignacio Tzoumas | |||
Name: |
Ignacio Tzoumas | |||
Title: |
Chief Financial Officer | |||
(Principal Financial and Accounting Officer) |
Signature |
Title |
Date | ||
/s/ Emil Michael |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
March 14, 2022 | ||
Emil Michael | ||||
/s/ Ignacio Tzoumas |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 14, 2022 | ||
Ignacio Tzoumas | ||||
/s/ Peter Diamandis |
Director |
March 14, 2022 | ||
Peter Diamandis | ||||
/s/ Denmark West |
Director |
March 14, 2022 | ||
Denmark West | ||||
/s/ Desiree Gruber |
Director |
March 14, 2022 | ||
Desiree Gruber |