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) | |
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(Address of Principal Executive Offices) |
Zip Code |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
The | ||||
The | ||||
one-third of one redeemable warrant |
The |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Auditor Firm Id: PCAOB ID |
Auditor Name: |
Location: |
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2 |
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Item 1. |
2 |
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Item 1A. |
15 |
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Item 1B. |
54 |
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Item 2. |
54 |
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Item 3. |
54 |
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Item 4. |
54 |
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55 |
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Item 5. |
55 |
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Item 6. |
57 |
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Item 7. |
58 |
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Item 7A. |
64 |
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Item 8. |
64 |
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Item 9. |
65 |
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Item 9A. |
65 |
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Item 9B. |
65 |
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Item 9C. |
65 |
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66 |
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Item 10. |
66 |
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Item 11. |
74 |
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Item 12. |
75 |
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Item 13. |
77 |
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Item 14. |
79 |
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81 |
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Item 15. |
81 |
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Item 16. |
81 |
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F-1 |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of the prospective target 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 target businesses; |
• | our ability to consummate an initial business combination due to uncertainty resulting from the recent COVID-19 global pandemic; |
• | 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; |
• | our financial performance; and |
• | other risks and uncertainties indicated from time to time in filings made with the SEC. |
• | 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 ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering); |
• | Any of our directors, officers or substantial security holder (as defined by the Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or |
• | The issuance or potential issuance of ordinary shares 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 us at a disadvantage in the transaction or result in other additional burdens on us; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; |
• | other time and budget constraints; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
• | 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. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | may significantly dilute the equity interest of our investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
Public shares |
12,650,000 | |||
Founder shares |
3,162,500 | |||
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Total shares |
15,812,500 | |||
Total funds in trust available for initial business combination (less deferred underwriting commissions)(2)(3) |
$ | 124,535,000 | ||
Public shareholders’ initial investment per share(1) |
$ | 10.00 | ||
Implied value per share upon consummation of initial business combination and conversion of founder shares into public shares |
$ | 7.88 |
(1) | While the public shareholders’ 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. |
(2) | Does not take into account other potential impacts on our valuation at the time of the business combination, such as the value of our public and private warrants, the trading price of our public shares, any equity issued or cash paid to the business target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects. |
(3) | Reflects 102.5% of cash raised held in trust account. |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business at attractive values; |
• | a review of debt-to-equity ratios |
• | our capital structure; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of our IPO; and |
• | other factors as were deemed relevant. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of the Nasdaq; |
• | we have a compensation committee of our board of directors that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board of directors that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules 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. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval, including as a result of the current conflict between Russia and Ukraine; |
• | terrorist attacks, natural disasters and wars; and |
• | deterioration of political relations with the United States. |
Name |
Age |
Position | ||
Jasper Bos | 46 | Chief Executive Officer | ||
Cyril Lesser | 45 | Chief Financial Officer | ||
Sander Slootweg | 52 | Director | ||
Wouter Joustra | 33 | Director | ||
Philip Astley-Sparke | 50 | Director | ||
Hilde Steineger | 56 | Director | ||
Ton Logtenberg | 63 | 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 registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing shareholders, 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. |
• | 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 shareholders. |
(i) | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
(ii) | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
(iii) | directors should not improperly fetter the exercise of future discretion; |
(iv) | duty to exercise powers fairly as between different sections of shareholders; |
(v) | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
(vi) | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Sander Slootweg | Replimune Group Inc. NewAmsterdam Pharma B.V. NorthSea Therapeutics B.V. Azafaros B.V. Oxyrane UK Ltd |
Biotechnology Biotechnology Biotechnology Biotechnology Biotechnology |
Director Director, Board Chairman Director, Board Chairman Director Director | |||
Wouter Joustra | Gyroscope Therapeutics | Biotechnology | Director | |||
Philip Astley-Sparke | Replimune Group Inc. | Biotechnology | Co-founder, Director, Chief Executive Officer | |||
Hilde Steineger | Staten Biotechnology B.V. NorthSea Therapeutics B.V. |
Biotechnology Biotechnology |
Chief Executive Officer Co-founder, Chief Operating Officer | |||
Ton Logtenberg | SynOx Therapeutics Ltd Merus N.V. |
Biotechnology Biotechnology |
Director, Board Chairman Founder, Chief Executive Officer |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our sponsor subscribed for founder shares prior to the date of our IPO prospectus and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering. |
• | Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering (or up to 24 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the required time period, the private placement warrants will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement warrants and the Class A ordinary shares underlying such warrants, will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our founders, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our executive officers and directors that beneficially owns ordinary shares; and |
• | all our executive officers and directors as a group. |
Name and Address of Beneficial Owner(1) |
Number of Class B Ordinary Shares Beneficially Owned(2) |
Number of Class A Ordinary Shares Beneficially Owned |
Approximate Percentage of Issued and Outstanding Ordinary Shares(3) |
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Five Percent Holders |
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Forbion Growth Sponsor FEAC I B.V. (our sponsor)(4)(5) |
3,162,500 | — | 20.0 | % | ||||||||
Forbion Growth Opportunities Fund I Cooperatief U.A. |
— | (5) | 2,000,000 | 12.7 | %(5) | |||||||
Citadel(6) |
— | 935,039 | 5.9 | % | ||||||||
Directors, Executive Officers |
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Jasper Bos |
— | — | — | |||||||||
Cyril Lesser |
— | — | — | |||||||||
Sander Slootweg |
— | — | — | |||||||||
Wouter Joustra |
— | — | — | |||||||||
Philip Astley-Sparke |
— | — | — | |||||||||
Hilde Steineger |
— | — | — | |||||||||
Ton Logtenberg |
— | — | — | |||||||||
All officers and directors as a group (7 individuals) |
— | — | — |
(1) | Unless otherwise noted, the business address of each of our shareholders is 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in Exhibit 4.1 “Description of Securities.” Excludes forward purchase shares that will only be issued, if at all, at the time of our initial business combination. |
(3) | The percentages reported herein are based upon 15,812,500 of our ordinary shares outstanding as of March 31, 2022, which is the sum of 12,650,000 of our Class A Ordinary Shares and 3,162,500 of our Class B Ordinary Shares (which will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in Exhibit 4.1 “Description of Securities.”). It excludes forward purchase shares that will only be issued, if at all, at the time of our initial business combination. |
(4) | Forbion Growth Sponsor FEAC I B.V., our sponsor, is the record holder of the Class B ordinary shares reported herein. Jasper Bos, Cyril Lesser, Sander Slootweg and Wouter Joustra who are directors of our sponsor have voting and investment discretion with respect to the shares owned by our sponsor and may be deemed to have indirect shared beneficial ownership of the shares held by our sponsor. Jasper Bos, Cyril Lesser, Sander Slootweg and Wouter Joustra each disclaim beneficial ownership over the founder shares except to the extent of their pecuniary interest therein. |
(5) | Forbion Growth Opportunities Fund I Cooperatief U.A. (“Forbion Cooperatief”) wholly owns the sponsor and therefore the sponsor and Forbion Cooperatief have shared voting and investment power over the Class B Ordinary Shares held by the sponsor. Together with the 2,000,000 Class A Ordinary Shares underlying the 2,000,000 units held by it, Forbion Cooperatief has shared voting and investment power over 5,162,500 ordinary shares in the aggregate, representing approximately 32.7% of our issued and outstanding ordinary shares as of the date hereof. Forbion Growth Management B.V. (“Forbion Management”) is the sole director of Forbion Cooperatief and therefore shares voting and investment power (i) with Forbion Cooperatief over the 2,000,000 Class A Ordinary Shares underlying the units held by Forbion Cooperatief and (ii) with Forbion Cooperatief and, indirectly, the sponsor, over the 3,162,500 Class B Ordinary Shares held by the sponsor. Forbion Management exercises voting and investment power through its investment committee (the “Investment Committee”) consisting of S. Slootweg, M. A. van Osch, G. J. Mulder, V. van Houten, D.A.F. Kersten, N.L. Luneborg, W.S.J. Joustra and J.M. Bos. None of the members of the Investment Committee has individual voting and investment power with respect to the ordinary shares, and each such member disclaims beneficial ownership of the ordinary shares except to the extent of his or her proportionate pecuniary interest therein. |
(6) | Based on information reported on a Schedule 13G/A filed on February 14, 2022 by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin with respect to the Class A Ordinary Shares owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities. Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. The address of each of such persons and entities is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
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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 |
FORBION EUROPEAN ACQUISITION CORP. | ||
By: | /s/ Wouter Joustra | |
Name: Wouter Joustra | ||
Title: Director |
Name |
Position |
Date | ||
/s/ Jasper Bos Jasper Bos |
Chief Executive Officer (Principal Executive Officer) | April 14, 2022 | ||
/s/ Cyril Lesser Cyril Lesser |
Chief Financial Officer (Principal Financial and Accounting Officer) | April 14, 2022 | ||
/s/ Sander Slootweg Sander Slootweg |
Director | April 14, 2022 | ||
/s/ Wouter Joustra Wouter Joustra |
Director | April 14, 2022 | ||
/s/ Philip Astley-Sparke Philip Astley-Sparke |
Director | April 14, 2022 | ||
/s/ Hilde Steineger Hilde Steineger |
Director | April 14, 2022 | ||
/s/ Ton Logtenberg Ton Logtenberg |
Director | April 14, 2022 |
Page |
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F-2 | ||||
Financial Statements: |
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F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
Assets: |
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Current assets: |
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Cash |
$ | |||
Prepaid expense |
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Total current asset s |
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Prepaid expenses – non-current portion |
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Cash and securities held in trust account |
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Total assets |
$ | |||
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Liabilities, Shares Subject to Redemption and Shareholders’ Deficit Current liabilities: |
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Accrued offering costs and expenses |
$ | |||
Due to related party |
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Total current liabilities |
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Deferred underwriting commissions |
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Total liabilities |
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Commitments and Contingencies (Note 6) |
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Class A ordinary shares subject to possible redemption, |
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Shareholders’ Deficit |
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Preference shares, $ |
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Class A ordinary shares, $ to possible redemption issued) |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
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Total shareholders’ deficit |
$ |
( |
) | |
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Total Liabilities, Shares Subject to Redemption and Shareholders’ Deficit |
$ | |||
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Formation and operating costs |
$ | |||
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Loss from operations |
$ |
( |
) | |
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Other income |
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Interest earned from Trust Account |
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Total other income |
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Net loss |
$ | ( |
) | |
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Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption |
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Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption |
$ | ( |
) | |
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Basic and diluted, weighted average shares outstanding – Class B ordinary shares |
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Basic and diluted net income (loss) per share, Class B ordinary shares |
$ | ( |
) | |
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Class A Ordinary Share |
Class B Ordinary Share |
Additional |
Accumulated |
Shareholders’ |
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Shares |
Amount |
Shares |
Amount |
Paid-In Capital |
Deficit |
Deficit |
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Balance as of August 9, 2021 (Inception) |
$ |
$ |
$ |
$ |
$ |
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Class B ordinary share issued to initial shareholder |
— | — | — | |||||||||||||||||||||||||
Sale of |
— | — | — | — | — | |||||||||||||||||||||||
Allocated proceeds to public warrants |
— | — | — | — | — | |||||||||||||||||||||||
Underwriters’ discount and deferred underwriter discount allocated to warrants |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Other offering expenses |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Remeasurement of Class A shares |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
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Balance as of December 31, 2021 |
$ | $ | |
$ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||
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Cash flows from operating activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Formation cost paid by Sponsor |
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Interest earned on cash and marketable securities held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accrued offering costs and expenses |
||||
Due from related party |
||||
Net cash used in operating activities |
$ |
( |
) | |
Cash flows from operating activities: |
||||
Principal deposited in Trust Account |
$ |
( |
) | |
Net cash used in operating activities |
$ |
( |
) | |
Cash flows from financing activities: |
||||
Proceeds from initial public offering, net of costs |
$ |
|||
Proceeds from private placement |
||||
Proceeds from issuance of promissory note to related party |
||||
Payment of promissory note to related party |
( |
) | ||
Net cash provided by financing activities |
$ |
|||
Net change in cash |
||||
Cash, August 9, 2021 (inception) |
||||
Cash, end of the period |
$ | |||
Supplemental disclosure of cash flow information: |
||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | |||
Deferred underwriters’ discount payable charged to additional paid in capital |
$ | |||
Remeasurement Adjustment or Class A ordinary shares subject to possible redemption |
$ | |||
Accrued offering costs |
$ |
|||
Level 1 — | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | |
Level 2 — | Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. | |
Level 3 — | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Carrying Value as of December 30, 2021 |
Quoted Prices in Active Markets (Level 1) |
Gross Unrealized Losses |
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U.S. Treasury Securities |
( |
) | ||||||||||
|
|
|
|
|
|
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Cash |
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|
|
|
|
|
|
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$ | $ | $ | ( |
) | ||||||||
|
|
|
|
|
|
Gross Proceeds from IPO |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
||||
Remeasurement of carrying value to redemption value |
||||
Interest income |
||||
Class A ordinary shares subject to possible redemption |
$ | |||
For the period from August 9, 2021 (inception) through December 31, 2021 |
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Class A |
Class B |
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Basic and diluted net loss per share: |
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Numerator: |
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Allocation of net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
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Weighted-average shares outstanding including ordinary shares subject to redemption |
||||||||
Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | ||
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of “30-day redemption period”; and |
• | if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $ |