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 Number) |
(Address of principal executive offices) |
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one-fourth of one redeemable Warrant to acquire one share of Class A common stock |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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74 |
• | “Affiliate” of any person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person or entity. |
• | “Affiliated Joint Acquisition” means an initial business combination opportunity we pursue jointly with our sponsor, Investment Entities or one or more of their respective Affiliates, portfolio companies and/or investors; |
• | “Azure” are to Azure Capital Partners, collectively with its Affiliates and any investment funds, investment vehicles or accounts managed or advised by any of the foregoing; |
• | “Big Sky,” “we,” “us,” “company” or “our company” are to Big Sky Growth Partners, Inc., a Delaware corporation. |
• | “common stock” are to our shares of Class A common stock and our shares of Class B common stock; |
• | “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A common stock issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt; |
• | “founders” are to Mark Vadon, our Chief Executive Officer and Chairman, Paul Ferris, our President and a director, and Lauren Neiswender, our Chief Financial Officer and Chief Legal Officer and a director; |
• | “founder shares” are to shares of our Class B common stock initially issued to our sponsor in a private placement prior to our initial public offering and shares of our Class B common stock transferred by our sponsor to certain of our directors, as well as the Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of Class B common stock will not be “public shares”); |
• | “Goldman” are to Goldman Sachs & Co. LLC; |
• | “Investment Entity” or “Investment Entities” are to any investment funds, investment vehicles, Affiliates, portfolio companies, clients or accounts managed or advised by any of our officers or directors or in which any of our officers or directors may have a direct or indirect interest, including Azure; |
• | “management” or “our management team” are to our executive officers and directors; |
• | “private placement warrants” are to the 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; |
• | “public shares” are to our shares of Class A common stock sold as part of the units in our initial public offering; |
• | “sponsor” are to Big Sky Growth Partners, LLC, a Delaware limited liability company; and |
• | “stockholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “stockholder” will only exist with respect to such public shares. |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective partner business or businesses; |
• | 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; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective partner businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic, including new variant strains of the underlying virus, current or anticipated military conflict, including between Russia and Ukraine, terrorism, sanctions, rising energy prices, inflation and interest rates and other geopolitical events globally; |
• | the ability of our officers and directors to generate a number of potential business combination 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 blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for an attractive target. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. |
• | Past performance by the Investment Entities or our management team, may not be indicative of future performance of an investment in us. |
• | The requirement that we complete our initial business combination by May 3, 2023 may give potential target businesses leverage over us in negotiating our initial business combination. |
• | We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. |
• | We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by current or anticipated military conflict, including between Russia and Ukraine, terrorism, sanctions or other geopolitical events globally, the COVID 19 coronavirus pandemic, including new variant strains of the underlying virus, and the status of debt and equity markets. |
• | The requirement that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding any taxes payable) may limit the type and number of companies with which we may complete such a business combination. |
• | Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination even though a majority of our public stockholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek stockholders’ approval of our initial business combination, our sponsor has agreed to vote in favor of such initial business combination, 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 target businesses, which may make it difficult for us to enter into our initial business combination with a target business. |
• | The ability of a large number of our stockholders to exercise redemption rights may not allow us to consummate the most desirable business combination or optimize our capital structure. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the requirement that we maintain a minimum net worth or retain a certain amount of cash could increase the probability that we cannot consummate our business combination and that you would have to wait for liquidation in order to redeem your shares. |
• | If we seek stockholder approval of our business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from stockholders, in which case they may influence a vote in favor of a proposed business combination that you do not support. |
• | Purchases of shares of common stock in the open market or in privately negotiated transactions by our sponsor, directors, officers, advisors or their affiliates may make it difficult for us to maintain the listing of our shares on a national securities exchange following the consummation of an initial business combination. |
• | If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | If we seek stockholder approval of our business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our shares of common stock, you will lose the ability to redeem all such shares in excess of 15% of our shares of common stock. |
• | If the net proceeds of our initial public offering not being held in the trust account are insufficient to allow us to operate until May 3, 2023, we may be unable to complete our initial business combination. |
• | Unlike some other similarly structured special purpose acquisition companies, our sponsor will receive additional shares of Class A common stock if we issue certain shares to consummate an initial business combination. |
• | The Investment Entities and each of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. |
• | We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or existing holders which may raise potential conflicts of interest. |
• | The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. |
Item 1. |
Business. |
• | Recognize Expertise and Capital Can Accelerate Growth |
• | Benefit from a Trusted, Long-Term Growth Partnership |
• | Visionary Management Team |
• | Rapid Growth Fueled by a Compelling Consumer Proposition |
• | Positioned to Benefit from Being a Public Company |
• | Purpose-Driven Businesses |
• | Sustainable and Attractive Unit Economics |
• | Defensible Market Position |
• | Data Driven Decision Making |
• | High Ethical Standards |
• | 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. |
• | we issue (other than in a public offering for cash) common stock that will either (a) be equal to or in excess of 20% of the number of shares of Class A common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power 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 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. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a stockholder vote; |
• | the risk that the stockholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders. |
• | 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. |
• | default and foreclosure on our assets if our operating revenues after our 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 shares of 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 shares of 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. |
• | a limited availability of market quotations for our securities; |
• | a reduced liquidity with respect to our securities; |
• | a determination that our shares of common stock are a “penny stock” which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock; |
• | a limited amount of news and analyst coverage for our company; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; and |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | rules and regulations or currency redemption or corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | 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 or deflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, pandemics and wars; and |
• | deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer. |
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 Shareholder 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. |
Item 9B |
Other Information. |
Item 9C |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance . |
Name |
Age |
Position | ||||
Mark Vadon |
52 | Chief Executive Officer and Chairman | ||||
Paul Ferris |
51 | President and Director | ||||
Lauren Neiswender |
49 | Chief Financial Officer, Chief Legal Officer and Director | ||||
Darrell Cavens |
49 | Director | ||||
Joseph Zwillinger |
41 | Director | ||||
Michael Smith |
52 | Director | ||||
Mary Alice Taylor |
72 | 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 registered public accounting firm; |
• | 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 registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (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 this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this 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 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. |
• | 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 | |||
Mark Vadon |
Qurate Retail Group |
Media |
Director | |||
Rad Power Bikes |
Consumer Products |
Director | ||||
New Engen |
Marketing |
Director | ||||
Fly Homes |
Real Estate |
Director | ||||
Paul Ferris |
Azure |
Venture Capital |
General Partner | |||
The Bouqs |
Floral and gifts |
Director | ||||
Ranovus |
Technology |
Director | ||||
Glydways |
Technology |
Director | ||||
Lauren Neiswender |
N/A |
N/A |
N/A | |||
Darrell Cavens |
Tapestry |
Fashion |
Director | |||
Rad Power Bikes |
Consumer Products |
Director Co-Chief Executive | ||||
Joseph Zwillinger |
Allbirds |
Consumer Products |
Officer and Director | |||
Good Friends |
Venture Capital |
General Partner | ||||
Ingenuity Foods |
Consumer Products |
Director | ||||
Michael Smith |
Stitch Fix |
Fashion |
Director | |||
Ulta Beauty |
Consumer Products |
Director | ||||
Herman Miller |
Consumer Products |
Director | ||||
Food52 |
Home Products |
Director | ||||
Mayvenn |
Consumer Products |
Director | ||||
Footwork |
Venture Capital |
General Partner | ||||
Mary Alice Taylor |
N/A |
N/A |
N/A |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our sponsor and its transferees, if any, have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our sponsor has agreed to waive its redemption rights with respect to any founder shares held by it if we fail to consummate our initial business combination by May 3, 2023. However, if our sponsor acquires any public shares, it will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination by May 3, 2023. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor or certain of our directors that hold founder shares (or any other permitted assigns, if any) until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. |
Item 11. |
Executive Compensation. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder 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 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 (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Percentage of Outstanding Common Stock |
|||||||||||||||
Big Sky Growth Partners, LLC (our sponsor) (2)(3) |
— | — | 7,350,000 | 98.0 | % | 19.6 | % | |||||||||||||
Mark Vadon (4)(5) |
— | — | — | — | — | |||||||||||||||
Paul Ferris (5) |
— | — | — | — | — | |||||||||||||||
Lauren Neiswender (5) |
— | — | — | — | — | |||||||||||||||
Darrell Cavens |
— | — | 37,500 | 0.5 | % | 0.1 | % | |||||||||||||
Joseph Zwillinger |
— | — | 37,500 | 0.5 | % | 0.1 | % | |||||||||||||
Michael Smith |
— | — | 37,500 | 0.5 | % | 0.1 | % | |||||||||||||
Mary Alice Taylor |
— | — | 37,500 | 0.5 | % | 0.1 | % | |||||||||||||
All officers and directors as a group (7 individuals) |
— | — | 7,500,000 | 100.0 | % | 20.0 | % |
(1) | Unless otherwise noted, the business address of each of our stockholders is 1201 Western Avenue, Suite 406, Seattle, WA 98101. |
(2) | Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares will automatically convert into shares of Class A common stock at the time of our initial business combination as described in the section entitled “Description of Securities.” |
(3) | Does not include 5,733,333 shares of Class A common stock underlying the private placement warrants, as such warrants will not be exercisable until after the consummation of our initial business combination. |
(4) | The shares reported herein are held in the name of our sponsor. Our sponsor is governed by a manager, Mark Vadon. As such, Mr. Vadon may have voting and investment discretion with respect to the shares of Class B common stock held of record by our sponsor and may be deemed to have shared beneficial ownership of the shares of Class B common stock held directly by our sponsor. |
(5) | Does not include any shares indirectly owned by this individual as a result of his or her ownership interest in our sponsor. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence . |
• | repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | 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. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements. |
Item 14. |
Principal Accountant Fees and Services . |
Item 15. |
Exhibits and Financial Statement Schedules. |
* | filed herewith. |
± |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
(1) | Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 4, 2021. |
(2) | Incorporated by reference to the Company’s Current Report on Form S-1, filed with the SEC on February 26, 2021 |
(3) | Incorporated by reference to the Company’s Current Report on Form S-1/A, filed with the SEC on March 23, 2021. |
(4) | Incorporated by reference to the Company’s Current Report on Form S-1/A, filed with the SEC on March 30, 2021. |
Item 16. |
Form 10-K Summary. |
Big Sky Growth Partners, Inc. | ||
/s/ Lauren Neiswender | ||
Name: | Lauren Neiswender | |
Title: | Chief Financial Officer and Chief Legal Officer |
Name |
Position |
Date | ||
/s/ Mark Vadon |
Chief Executive Officer and Chairman of the Board | March 31, 2022 | ||
Mark Vadon | ( Principal Executive Officer |
|||
/s/ Paul Ferris |
President, Director | March 31, 2022 | ||
Paul Ferris | ||||
/s/ Lauren Neiswender |
Chief Financial Officer, Chief Legal Officer, Director | March 31, 2022 | ||
Lauren Neiswender | ( Principal Financial and Accounting Officer |
|||
/s/ Darrell Cavens |
Director | March 31, 2022 | ||
Darrell Cavens | ||||
/s/ Joseph Zwillinger |
Director | March 31, 2022 | ||
Joseph Zwillinger | ||||
/s/ Michael Smith |
Director | March 31, 2022 | ||
Michael Smith | ||||
/s/ Mary Alice Taylor |
Director | March 31, 2022 | ||
Mary Alice Taylor |
Page |
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Audited Financial Statements of Big Sky Growth Partners, Inc.: |
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F-2 |
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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 |
Assets: |
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Current assets: |
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Cash |
$ | |||
Prepaid expenses |
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|
|
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Total current assets |
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Investments held in Trust Account |
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|
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Total Assets |
$ |
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|
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Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
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Current liabilities: |
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Accounts payable |
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Accrued expenses |
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Franchise tax payable |
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Total current liabilities |
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Derivative warrant liabilities |
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Deferred underwriting commissions in connection with the initial public offering |
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Total Liabilities |
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Commitments and Contingencies |
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Class A common stock shares subject to possible redemption; |
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Stockholders’ Deficit: |
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Preferred stock, $ |
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Class A common stock, $ non-redeemable share issued or outstanding |
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Class B common stock, $ |
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Accumulated Deficit |
( |
) | ||
|
|
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Total stockholders’ deficit |
( |
) | ||
|
|
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Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
General and administrative expenses |
$ | |||
Franchise tax expenses |
||||
|
|
|||
Loss from operations |
( |
) | ||
Other income (expenses) |
||||
Income from investments held in Trust Account |
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Offering Costs |
( |
) | ||
Change of fair value of derivative warrant liabilities |
||||
Interest Income |
||||
|
|
|||
Total other income, net |
||||
|
|
|||
Net income |
$ | |||
|
|
|||
|
|
|
|
|
Weighted average number of shares of Class A common stock - basic and diluted |
||||
|
|
|||
Basic and diluted net income per share, Class A common stock |
$ | |||
|
|
|||
Weighted average number of shares of Class B common stock -basic |
||||
|
|
|||
Weighted average number of shares of Class B common stock - diluted |
||||
|
|
|||
Basic and diluted net income per share, Class B common stock |
$ | |||
|
|
Common Stock |
Additional Paid-In Capital |
Retained Earnings (Accumulated Deficit) |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - February 11, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Proceeds in excess of fair value upon the sale of Private Placement Warrants |
— | — | — | — | — | |||||||||||||||||||||||
Accretion to Class A common stock redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Forfeiture of Class B Common Shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance - December 31, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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 promissory note |
||||
Offering costs associated with warrants |
||||
Change in the fair value of derivative warrant liabilities |
( |
) | ||
Income from investments held in Trust Account |
( |
) | ||
Change in operating 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 |
||||
Payment of note payable to related party |
( |
) | ||
Proceeds received from initial public offering |
||||
Proceeds received from private placement |
||||
Offering cost paid |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net change in cash |
||||
Cash - beginning of the period |
||||
|
|
|||
Cash - end of the period |
$ |
|||
|
|
|||
Supplemental schedule of noncash financing activities: |
||||
Offering costs paid in exchange for issuance of Class B common stock to Sponsor |
$ | |||
Offering costs included in accounts payable |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Offering costs paid by related party under promissory note |
$ |
• | Level 1, defined as observable inputs such as quoted prices 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 February 11, 2021 (inception) Through December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net income per common share: |
||||||||
Numerator: |
||||||||
Allocation of net income - basic |
$ | $ | ||||||
Allocation of net income - diluted |
$ | $ | ||||||
Denominator: |
||||||||
Basic weighted average common shares outstanding |
||||||||
Effect of dilutive securities |
||||||||
|
|
|
|
|||||
Diluted weighted average common shares outstanding |
||||||||
|
|
|
|
|||||
Basic and diluted net income per common share |
$ | $ | ||||||
|
|
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the closing price of the common stock equals or exceeds $ |
• | in whole and not in part; |
• | at a price of $ 30-day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair value” of the shares of Class A common stock (as defined below); provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30-day period, the Company shall redeem such warrants for $0.10 per share; |
• | if, and only if, the last reported sale price of the shares of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any |
• | if the Reference Value is less than $ |
As of December 31, 2021 |
||||
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 |
$ | |||
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account - money market funds |
$ | $ | — | $ | — | |||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities - Public warrants |
$ | $ | — | $ | — | |||||||
Derivative warrant liabilities - Private placement warrants |
$ | — | $ | $ | — |
May 3, 2021 |
||||
Exercise price |
$ | |||
Stock price |
$ | |||
Expected time to Business Combination (years) |
||||
Volatility |
% | |||
Risk-free rate |
% | |||
Dividend yield (per share) |
% |
Derivative warrant liabilities at February 11, 2021 (inception) |
$ | |||
Issuance of Public and Private Placement Warrants - Level 3 |
||||
Transfer of Public Warrants to Level 1 |
( |
) | ||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Transfer of Private Placement Warrants to Level 2 |
( |
) | ||
Derivative warrant liabilities at December 31, 2021 - Level 3 |
$ |
|||
Current |
||||
Federal |
$ | |||
State |
||||
Deferred |
||||
Federal |
( |
) | ||
State |
||||
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 |
$ | |||
Statutory Federal income tax rate |
% | |||
Offering costs |
% | |||
Change in fair value of warrant liabilities |
( |
)% | ||
Change in Valuation Allowance |
% | |||
Income Taxes Benefit |
% |