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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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Page
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1
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2 | ||
3
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4
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5
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14
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16
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16
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16
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16
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17
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17
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17
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17
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17
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18 |
March 31,
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December 31,
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2022
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2021
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(Unaudited)
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ASSETS
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Current assets
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Cash
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$
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$
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Prepaid expenses
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Total Current Assets
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Prepaid expenses - Long Term |
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Deferred offering costs
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Cash marketable securities held in trust account
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Total Assets
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$
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$
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LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS’ (DEFICIT) EQUITY
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Current liabilities
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Accrued expenses
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$
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$
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Accrued offering costs
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Promissory note – related party
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Total current liabilities
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Warrant liabilities
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Deferred underwriting fee payable
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Total Liabilities
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CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION
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Class A ordinary shares subject to possible redemption;
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Shareholders’ (Deficit) Equity
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Preference shares, $
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Class A ordinary shares, $
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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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(
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)
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(
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)
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Total Shareholders’ (Deficit) Equity
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(
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)
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Total Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ (Deficit) Equity
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$
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$
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For the Three
Months Ended
March 31,
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For the
Period from
February 5,
2021
(Inception)
Through
March 31,
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|||||||
2022
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2021
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|||||||
Operating and formation costs
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$
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$
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Loss from operations
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(
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)
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(
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)
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Other income (expense):
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||||||||
Interest earned on marketable securities held in Trust Account
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Unrealized gain on marketable securities held in Trust Account
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Change in fair value of warrant liabilities
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Transaction cost incurred in connection with Initial Public Offering
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(
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)
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Other income, net
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Net income (loss)
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$
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$
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(
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)
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Basic and diluted weighted average shares outstanding, Class A ordinary shares
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Basic and diluted net income (loss) per share, Class A ordinary shares
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$
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$
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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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$
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$
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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’
Equity (Deficit)
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|||||||||||||||||
Shares
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Amount
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Balance — January 1, 2022
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$
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$
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$
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(
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)
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$
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Cash in excess of fair value of Private Placement Warrants
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—
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|||||||||||||||
Accretion for Class A ordinary shares to redemption amount
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—
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(
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)
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(
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)
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(
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)
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Net income
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—
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Balance — March 31, 2022
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$
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$
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$
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(
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)
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$
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(
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)
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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’
Equity
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|||||||||||||||||
Shares
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Amount
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Balance — February 5, 2021 (inception)
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$
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$
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$
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$
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Issuance of Class B ordinary share to Sponsor
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Net loss
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—
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(
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)
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(
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)
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Balance — March 31, 2021
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$
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$
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$
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(
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)
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$
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For the Three
Months Ended
March 31,
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For the Period
from February 5,
2021 (Inception)
Through March 31,
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2022
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2021
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Cash Flows from Operating Activities:
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Net income (loss)
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$
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$
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(
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)
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Adjustments to reconcile net income (loss) to net cash used in operating activities:
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Formation cost paid by Sponsor in exchange for issuance of founder shares
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Interest earned on marketable securities held in Trust Account
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(
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)
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Unrealized (gain) on marketable securities held in Trust Account
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(
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)
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Change in fair value of warrant liabilities
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(
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)
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Transaction cost incurred in connection with IPO
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Changes in operating assets and liabilities:
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Prepaid expenses and other current assets
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(
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)
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Accrued expenses
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Net cash used in operating activities
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(
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)
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(
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)
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Cash Flows from Investing Activities:
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Investment of cash in Trust Account
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(
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)
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Net cash used in investing activities
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(
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)
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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 Placements Warrants
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Proceeds from promissory note - related party
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Repayment of promissory note – related party
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(
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)
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Payment of offering costs
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(
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)
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(
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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 of period
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Cash – End of period
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$
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$
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Non-Cash investing and financing activities:
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Offering costs included in accrued offering costs
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$
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$
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Offering costs paid by Sponsor in exchange for issuance of founder shares
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$
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$
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Initial classification of Class A ordinary share subject to possible redemption
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$
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$
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Deferred underwriting fee payable
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$
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$
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Gross proceeds
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$
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Less:
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||||
Proceeds allocated to Public Warrants
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(
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)
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||
Class A ordinary shares issuance costs
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(
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)
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Plus:
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Remeasurement of carrying value to redemption value
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Class A ordinary shares subject to possible
redemption, March 31, 2022
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$
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For the Three Months Ended
March 31, 2022
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For the Period from February 5,
2021 (Inception) Through March
31, 2021
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Class A
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Class B
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Class A
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Class B
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|||||||||||||
Basic and diluted net income (loss) per ordinary share
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||||||||||||||||
Numerator:
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||||||||||||||||
Allocation of net income (loss), as adjusted
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$
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$
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$
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$
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(
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Denominator:
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||||||||||||||||
Basic and diluted weighted average shares
outstanding
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||||||||||||
Basic and diluted net income (loss) per ordinary
share
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$
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$
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$
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$
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• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical
instruments in active markets;
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• |
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
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• |
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. In some circumstances, the inputs used to
measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that
is significant to the fair value measurement.
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• |
in whole and not in part;
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• |
at a price of $
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• |
upon a minimum of
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• |
if, and only if, if, and only if, the closing price
of the Class A ordinary shares equals or exceeds $
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Description
|
Level
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March 31, 2022
|
||||||
Assets:
|
||||||||
Marketable securities held in Trust Account
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1
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$
|
|
|||||
Liabilities:
|
||||||||
Warrant liability – Public Warrants
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3
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||||||
Warrant liability – Private Placement Warrants
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3
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January 25, 2022
(Initial
Measurement)
|
March 31, 2022
|
|||||||
Stock price
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$
|
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$
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|
||||
Exercise price
|
$
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$
|
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||||
Expected term (in years)
|
|
|
||||||
Volatility
|
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%
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%
|
||||
Risk-free rate
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%
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%
|
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Dividend yield
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%
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%
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
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No.
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Description of Exhibit
|
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Underwriting Agreement, dated January 20, 2022, by and between the Company and Cantor Fitzgerald & Co.(1)
|
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Amended and Restated Memorandum and Articles of Association.(1)
|
||
Warrant Agreement, dated January 20, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.(1)
|
||
Investment Management Trust Agreement, dated January 20, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.(1)
|
||
Registration Rights Agreement, dated January 20, 2022, by and among the Company, the Sponsor and the Underwriter.(1)
|
||
Private Placement Warrants Purchase Agreement, dated January 20, 2022, by and between the Company and the Sponsor.(1)
|
||
Private Placement Warrants Purchase Agreement, dated January 20, 2022, by and between the Company and the Underwriter.(1)
|
||
Letter Agreement, dated January 20, 2022, by and among the Company, its officers, its directors and the Sponsor.(1)
|
||
Administrative Support Agreement, dated January 20, 2022, between the Company and the Sponsor.(1)
|
||
31.1*
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Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2*
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Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1*
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Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
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32.2*
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS*
|
XBRL Instance Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith.
|
(1) |
Previously filed as an exhibit to our Current Report on Form 8-K filed on January 20, 2022 and incorporated by reference herein.
|
HCM ACQUISITION CORP
|
||
Date: May 16, 2022
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By:
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/s/ Shawn Matthews
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Name:
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Shawn Matthews
|
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Title:
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Chairman and Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
||
Date: May 16, 2022
|
By:
|
/s/ James Bond
|
Name:
|
James Bond
|
|
Title:
|
President and Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|