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 Redeemable Warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
• | our ability to complete our initial business combination; |
• | 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; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our pool of prospective target businesses; |
• | 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; or |
• | our financial performance. |
• | “Amendment” are to Amendment No. 1 to Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2020; |
• | “board of directors” or “board” are to the board of directors of the Company; |
• | “Cantor” are to Cantor Fitzgerald & Co., a joint representative of the underwriters in our initial public offering; |
• | “Class A common stock” are to the Company’s Class A common stock par value $0.0001; |
• | “Class B common stock” are to the Company’s Class B common stock par value $0.0001; |
• | “common stock” are to our Class A common stock and our Class B common stock, collectively; |
• | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our trust account (as defined below) and warrant agent of our public warrants (as defined below); |
• | “DGCL” are to the Delaware General Corporation Law; |
• | “DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System; |
• | “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 connection with our initial business combination including but not limited to a private placement of equity or debt; |
• | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
• | “FINRA” are to the Financial Industry Regulatory Authority; |
• | “founder shares” are 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 as provided herein; |
• | “GAAP” are to the accounting principles generally accepted in the United States of America; |
• | “IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board; |
• | “initial business combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses; |
• | “initial public offering” are to the initial public offering that was consummated by the Company on December 14, 2020; |
• | “initial stockholders” are to our sponsor and any other holders of our founder shares prior to our initial public offering (or their permitted transferees); |
• | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
• | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
• | “management” or our “management team” are to our officers and directors; |
• | “Mizuho” are to Mizuho Securities USA LLC, a joint representative of the underwriters in our initial public offering; |
• | “Morgan Stanley” are to Morgan Stanley & Co. LLC, a joint representative of the underwriters in our initial public offering; |
• | “Nasdaq” are to the Nasdaq Stock Market; |
• | “PCAOB” are to the Public Company Accounting Oversight Board (United States); |
• | “placement units” are to the units purchased by our sponsor in the private placement (as defined below), each placement unit consisting of one placement share (as defined below) and one-third of one placement warrant (as defined below); |
• | “placement shares” are to the shares of our common stock included within the placement units purchased by our sponsor in the private placement; |
• | “placement warrants” are to the warrants included within the placement units purchased by our sponsor in the private placement; |
• | “private placement” are to the private placement of 900,000 placement units at a price of $10.00 per unit, for an aggregate purchase price of $9,000,000, which occurred simultaneously with the completion of our initial public offering; |
• | “public shares” are to shares of our Class A common stock sold as part of the units 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 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; |
• | “public units” are to the units sold in our initial public offering, which consist of one public share and one-third of one public warrant. |
• | “public warrants” are to our redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market, including warrants that may have be acquired by our sponsor or its affiliates in our initial public offering or thereafter in the open market) and to any placement warrants sold as part of the placement units or warrants issued upon conversion of working capital loans in each case that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees) following the consummation of our initial business combination; |
• | “Registration Statement” are to the Form S-1 filed with the SEC on October 9, 2020, as amended; |
• | “Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2021; |
• | “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; |
• | “SEC” are to the U.S. Securities and Exchange Commission; |
• | “Securities Act” are to the Securities Act of 1933, as amended; |
• | “sponsor” are to Carney Technology Sponsor II LLC, a Delaware limited liability company; |
• | “trust account” are to the trust account in which an amount of $402,500,000 ($10.00 per unit) from the net proceeds of the sale of the units in the initial public offering and private placement units was placed following the closing of the initial public offering. |
• | “units” are to our public units and placement units, collectively; |
• | “warrants” are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants issued upon conversion of working capital loans to the extent they are no longer held by the initial holders or their permitted transferees; |
• | “we,” “us,” “Company” or “our Company” are to Carney Technology Acquisition Corp. II; and |
• | “Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm. |
• | Expertise in building successful companies: |
• | Creating top-notch boards: |
• | Understanding and leveraging the benefits of being a public company: |
• | Industry: |
• | Size: |
• | Market opportunity: |
• | Growth over near-term profitability |
• | Opportunity for operational improvement: go-to-market and |
• | Strong management: |
• | Will benefit from being public: |
• | Maturity: |
• | Appropriate valuations: |
• | 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 initial business combination, 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 target not involving a merger with the company |
No | |
Merger of target into a subsidiary of the company |
No | |
Merger of the company with a target |
Yes |
• | we issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding; |
• | any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares 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 initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
Item 1A. |
Risk Factors. |
• | we are a blank check company with no revenue or basis to evaluate our ability to select a suitable business target; |
• | material weakness in our internal control over financial reporting; |
• | we may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame; |
• | our expectations around the performance of a prospective target business or businesses may not be realized; |
• | we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination; |
• | our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination; |
• | we may not be able to obtain additional financing to complete our initial business combination or reduce the number of shareholders requesting redemption; |
• | we may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time; |
• | if the funds held outside of our trust account are insufficient to allow us to operate until at least December 14, 2022, our ability to fund our search for a target business or businesses or complete an initial business combination may be adversely affected; |
• | our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable to complete an initial business combination by December 14, 2022; |
• | you may not be given the opportunity to choose the initial business target or to vote on the initial business combination; |
• | trust account funds may not be protected against third party claims or bankruptcy; |
• | an active market for our public securities’ may not develop and you will have limited liquidity and trading; |
• | the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination; and |
• | our financial performance following a business combination with an entity may be negatively affected by its lack of an established record of revenue, cash flows and experienced management. |
• | there may be more competition to find an attractive target for an initial business combination, which could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target; |
• | changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination; |
• | we may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability; |
• | we may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the initial public offering, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offering, including, for example, in connection with the sourcing and consummation of an initial business combination; |
• | we may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all; |
• | our warrants are accounted for as derivative liabilities and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our common stock or may make it more difficult for us to consummate an initial business combination; |
• | since our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after our initial public offering), and because our sponsor, officers and directors may profit substantially even under circumstances in which our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination; |
• | changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations; |
• | our ability to identify a target and to consummate an initial business combination may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine; |
• | the value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.00 per share; and |
• | resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. |
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. |
Item 6. |
Reserved. |
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. |
(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 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. |
Item 9B. |
Other Information. |
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance |
Name |
Age |
Position | ||||
Lloyd Carney |
60 | Chief Acquisition Officer | ||||
David Roberson |
|
67 |
|
Chief Executive Officer, Chief Financial Officer and Chairman of the Board | ||
Gale England |
72 | President and Director | ||||
Lieutenant General (Ret.) Robert Ferrell |
63 | Director | ||||
Carol Goode |
68 | Director | ||||
Ellen O’Donnell |
58 | Director |
• | the appointment, compensation, retention, replacement, and oversight of the work of the 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 engaged by us, and establishing pre-approval policies and procedures; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; |
• | 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 audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; |
• | 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. |
• | 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 approving on an annual basis the compensation, if any is paid by us, of all 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. |
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 common stock; |
• | each of our executive officers and directors that beneficially owns our common stock; and |
• | all our executive officers and directors as a group. |
Class A Common Stock |
Class B Common Stock |
Approximate |
||||||||||||||||||
Name and Address of Beneficial Owner |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned(2) |
Approximate Percentage of Class |
Percentage of Outstanding Common Stock |
|||||||||||||||
Carney Technology Sponsor II LLC (our sponsor) (1) |
900,000 | 2.2 | % | 10,062,500 | 100 | % | 21.4 | % | ||||||||||||
Lloyd Carney (1) |
— | — | — | — | — | |||||||||||||||
David Roberson (1) |
— | — | — | — | — | |||||||||||||||
Gale England (1) |
— | — | — | — | — | |||||||||||||||
Robert Ferrell (1) |
— | — | — | — | — | |||||||||||||||
Carol Goode (1) |
— | — | — | — | — | |||||||||||||||
Ellen O’Donnell (1) |
— | — | — | — | — | |||||||||||||||
All directors and executive officers as a group (6 individuals) |
900,000 | 2.2 | % | 10,062,500 | 100 | % | 21.4 | % | ||||||||||||
Other 5% Stockholders |
||||||||||||||||||||
Aristeia Capital, L.L.C.(3) |
2,182,758 | 5.3 | % | — | — | 4.3 | % |
(1) | Our sponsor, Carney Technology Sponsor II LLC, is the record holder of the securities reported herein. Lloyd Carney, Alex Vieux and Steven Fletcher are the managing members of our sponsor. Each of our officers, directors and advisors is or will also be, directly or indirectly, a member of our sponsor. In addition, Explorer Parent LLC is a member of our sponsor. Messrs. Vieux and Fletcher are managing members of Founder Holdings LLC, which is the managing member of Explorer Parent LLC. By virtue of these relationships, each of the entities and individuals named in this footnote may be deemed to share beneficial ownership of the securities held of record by our sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest. The business address of each of these entities and individuals is 630 Ramona Street, Palo Alto 94301. |
(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) | According to the Schedule 13G/A filed on February 14, 2022 with the SEC by Aristeia Capital, L.L.C. (the “Aristeia”), Aristeia beneficially owns 2,182,758 shares of Class A common stock. Aristeia is the investment manager of, and has voting and investment control with respect to the securities described therein held by, one or more private investment funds. The principal business address for Aristeia is One Greenwich Plaza, 3 rd Floor, Greenwich, CT 06830. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
Item 14 . |
Principal Accountant Fees and Services. |
Item 15. |
Exhibit and Financial Statement Schedules |
F-2 |
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Financial Statements: |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 to F-19 |
Item 16. |
Form 10-K Summary |
* | Filed herewith. |
** | Furnished herewith |
(1) | Incorporated by reference to the Company’s Form S-1, filed with the SEC on October 9, 2020. |
(2) | Incorporated by reference to the Company’s Form S-1/A, filed with the SEC on October 20, 2020. |
(3) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on December 15, 2020. |
(4) | Incorporated by reference to the Company’s 10-K/A, filed with the SEC on February 1, 2022. |
(5) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on January 26, 2022. |
March 28, 2022 |
Carney Technology Acquisition Corp. II | |||||
By: |
/s/ David Roberson | |||||
Name: |
David Roberson | |||||
Title: |
Chief Executive Officer (Principal Executive Officer) |
Name |
Position |
Date | ||
/s/ David Roberson |
Chief Executive Officer, Chief Financial Officer and Chairman of the Board |
March 28, 2022 | ||
David Roberson |
(Principal Executive Officer and Principal Financial Officer) |
|||
/s/ Gale England | President and Director | March 28, 2022 | ||
Gale England | ||||
/s/ Lieutenant General (Ret.) Robert Ferrell | Director | March 28, 2022 | ||
Lieutenant General (Ret.) Robert Ferrell | ||||
/s/ Carol Goode | Director | March 28, 2022 | ||
Carol Goode | ||||
/s/ Ellen O’Donnell | Director | March 28, 2022 | ||
Ellen O’Donnell |
F-2 |
||||
Financial Statements: |
||||
F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 to F-19 |
December 31, 2021 |
December 31, 2020 |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
$ | $ | ||||||
Prepaid expenses |
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Total Current Assets |
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Cash and marketable securities held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||||||
Current liabilities—accrued expenses |
$ | $ | ||||||
Warrant liabilities |
||||||||
Deferred underwriting fee payable |
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TOTAL LIABILITIES |
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Commitments and Contingencies |
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Class A common stock subject to possible redemption, |
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Stockholders’ Deficit |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ |
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Accumulated deficit |
( |
) | ( |
) | ||||
Total Stockholders’ Deficit |
( |
) |
( |
) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ |
$ |
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Year Ended December 31, 2021 |
For the Period from August 31, 2020 (Inception) through December 31, 2020 |
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Operating and formation costs |
$ | $ | ||||||
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Loss from operations |
( |
) |
( |
) | ||||
Other income (expense): |
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Interest income – bank |
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Interest earned on cash and marketable securities held in Trust Account |
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Change in fair value of warrant liabilities |
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Transaction costs incurred in connection with IPO |
( |
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Total other income (expense), net |
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Net income (loss) |
$ |
$ |
( |
) | ||||
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Weighted average shares outstanding, Class A common stock |
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Basic and diluted net income (loss) per share, Class A common stock |
$ |
$ |
( |
) | ||||
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Weighted average shares outstanding, Class B common stock |
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Basic and diluted net income (loss) per share, Class B common stock |
$ |
$ |
( |
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Class A Common Stock |
Class B Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
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Balance – August 31, 2020 (Inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B common stock to initial stockholders |
— | — | — | |||||||||||||||||||||||||
Sale of |
— | — | — | |||||||||||||||||||||||||
Accretion for Class A common stock to redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance – December 31, 2020 |
$ |
$ |
$ | — | $ |
( |
) |
$ |
( |
) | ||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
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Balance – December 31, 2021 |
$ |
$ |
$ | $ |
( |
) |
$ |
( |
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Year Ended December 31, |
For the Period from August 31, 2020 (Inception) through December 31, |
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2021 |
2020 |
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Cash Flows from Operating Activities: |
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Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Interest earned on cash and marketable securities held in Trust Account |
( |
) | ( |
) | ||||
Transaction costs incurred in connection with IPO |
||||||||
Change in fair value of warrant liabilities |
( |
) | ( |
) | ||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||||||
Accrued expenses |
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Net cash used in operating activities |
( |
) |
( |
) | ||||
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|
|
|||||
Cash Flows from Investing Activities: |
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Investment of cash into Trust Account |
( |
) | ||||||
Cash withdrawn from Trust Account to pay franchise and income taxes |
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|
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Net cash provided by (used in) investing activities |
( |
) | ||||||
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|
|
|
|||||
Cash Flows from Financing Activities: |
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Proceeds from sale of Units, net of underwriting discounts paid |
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Proceeds from sale of Private Placement Units |
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Proceeds from promissory note – related party |
||||||||
Repayment of promissory note – related party |
( |
) | ||||||
Payment of offering costs |
( |
) | ||||||
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|
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Net cash provided by financing activities |
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Net Change in Cash |
( |
) |
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Cash – Beginning |
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Cash – Ending |
$ |
$ |
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Non-cash investing and financing activities: |
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Deferred underwriting fee payable |
$ | $ | ||||||
|
|
|
|
|||||
Offering costs paid directly by Sponsor in exchange for the issuance Class B common stock |
$ | $ | ||||||
|
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|
|
|
|
|
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|
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A common stock issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
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|
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Class A common stock subject to possible redemption |
$ | |||
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Year Ended December 31, 2021 |
For the Period from August 31, 2020 (Inception) through December 31, 2020 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income (loss) per common stock |
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Numerator: |
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Allocation of net income (loss), as adjusted |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Denominator: |
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Basic and diluted weighted average shares outstanding |
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|
|
|
|
|
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|
|
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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, or the 30-day redemption period, to each warrant holder; and |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days withina30-tradingdayperiod ending three business days before the Company sends the notice of redemption to the warrant holders. |
• |
in whole and not in part; |
• | at a price of $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, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days (the “Reference Days”) within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders; and |
• | if the reported last sale price of the Class A common stock is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for the Reference Days, the placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
December 31, 2021 |
December 31, 2020 |
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Deferred tax asset |
||||||||
Net operating loss carryforward |
$ | $ | ||||||
Organizational costs/Startup expenses |
||||||||
Total deferred tax assets |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Deferred tax assets, net of allowance |
$ | $ | ||||||
Year Ended December 31, 2021 |
For the Period from August 31, 2020 (Inception) through December 31, 2020 |
|||||||
Federal |
||||||||
Deferred benefit |
$ | ( |
) | $ | ( |
) | ||
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 warrant liabilities |
( |
)% | % | |||||
Transaction costs incurred in connection with IPO |
% | ( |
)% | |||||
Change in 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 our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Held-To-Maturity |
Level |
Amortized Cost |
Gross Holding Gain |
Fair Value |
||||||||||||
December 31, 2021 |
1 | $ | $ | $ | ||||||||||||
December 31, 2020 |
1 | $ | $ | $ | ||||||||||||
Description |
Level |
December 31, 2021 |
December 31, 2020 |
|||||||
Liabilities: |
||||||||||
Warrant Liabilities – Public Warrants |
1 | $ | $ | |||||||
Warrant Liabilities – Private Placement Warrants |
2 | $ | $ |
December 31, 2021 |
December 31, 2020 |
|||||||
Risk-free interest rate |
% | % | ||||||
Expected term (years) |
||||||||
Expected volatility |
% | % | ||||||
Exercise Price |
$ | $ | ||||||
Implied Fair Value of Class A Common Stock |
$ | $ |
Private Placement |
Public |
Warrant Liabilities (Level 3) |
||||||||||
Fair value as of August 31, 2020 (inception) |
$ | $ | $ | |||||||||
Initial measurement as of December 14, 2020 |
||||||||||||
Change in fair value |
( |
) | ( |
) | ( |
) | ||||||
Fair value as of December 31, 2020 |
$ | $ | $ | |||||||||
Transfers to Level 1 |
( |
) | ( |
) | ||||||||
Change in fair value |
( |
) | — | ( |
) | |||||||
Fair value as of March 31, 2021 |
$ | $ | — | $ | ||||||||
Change in fair value |
— | |||||||||||
Fair value as of June 30, 2021 |
$ | $ | — | $ | ||||||||
Change in Fair Value |
( |
) | — | ( |
) | |||||||
Transfer to Level 2 |
( |
) | — | ( |
) | |||||||
Fair value as of December 31, 2021 |
$ | $ | $ | |||||||||