ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable public warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
• | 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, as a result of which they would then receive expense reimbursements; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance. |
• | “amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association that the company adopted in connection with the IPO; |
• | “founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to the IPO, and our Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares are not “public shares”); |
• | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; and |
• | “public shares” are to our Class A ordinary shares that were sold as part of the units in the IPO (whether purchased in the IPO or thereafter in the open market); |
• | “public shareholders” are to the holders of our public shares, including our sponsor and/or members of our 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 “public shareholder” will only exist with respect to such public shares; |
Item 1. |
Business. |
• | 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 a limited number of products or services. |
• | 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. |
• | 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. |
• | If we have not consummated an initial business combination within 24 months from the closing of the IPO or during any Extension Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes that were paid by us or are payable by us, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law; |
• | Prior to or in connection with our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination or (b) to approve an amendment to these provisions in our amended and restated memorandum and articles of association. In addition, we have to provide an opportunity to our shareholders to redeem their shares if we approve an amendment to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of the IPO or (y) amend the foregoing provisions; |
• | In the event that we enter into a transaction with a target business that is affiliated with our sponsor, our directors or our officers, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”), or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in the event that we seek such a business combination, we expect that the independent and disinterested members of our board of directors would be involved in the process for considering, and approving the transaction; |
• | If a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; |
• | So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of the agreement to enter into the initial business combination; |
• | If our shareholders 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 24 months from the closing of the IPO or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; and |
• | We will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations. |
Item 1A. |
Risk Factors. |
• | being a newly incorporated company with no operating history and no revenues; |
• | our ability to complete our initial business combination, including risks arising from the uncertainty resulting from the COVID-19 pandemic; |
• | our public shareholders’ ability to exercise redemption rights; |
• | the requirement that we complete our initial business combination within the prescribed time frame; |
• | the possibility that NYSE may delist our securities from trading on its exchange; |
• | being declared an investment company under the Investment Company Act; |
• | complying with changing laws and regulations; |
• | our ability to select an appropriate target business or businesses; |
• | the performance of the prospective target business or businesses; |
• | the pool of prospective target businesses available to us and the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | the issuance of additional Class A ordinary shares in connection with a business combination that may dilute the equity interests of our shareholders; |
• | the incentives to Waverley, our sponsor, officers and directors to complete a business combination to avoid losing their entire investment in us if our initial business combination is not completed; |
• | 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; |
• | Waverley and its affiliates manage a number of funds, separate accounts and other investment vehicles that may compete with us for business combination opportunities; |
• | our success in retaining or recruiting, or making changes required in, our officers, key employees or directors following our initial business combination; |
• | our ability to obtain additional financing to complete our initial business combination; |
• | our ability to amend the terms of public warrants in a manner that may be adverse to the holders of public warrants; |
• | our ability to redeem unexpired public warrants prior to their exercise; |
• | our public securities’ potential liquidity and trading; and |
• | provisions in our amended and restated memorandum and articles of association and Cayman Islands law. |
• | may significantly dilute the equity interest of our investors, which dilution would increase if the anti-dilution provisions in respect of the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded by 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. |
• | 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. |
• | 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. |
• | 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. |
• | costs and difficulties inherent in managing cross-border business operations and complying with difficult commercial and legal requirements of the overseas market; |
• | 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; |
• | terrorist attacks, natural disasters and wars, including the conflict in Ukraine and the surrounding region; |
• | deterioration of political relations with the United States; and |
• | government appropriation of assets. |
• | an individual citizen or resident of the United States; |
• | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect under applicable U.S. Treasury regulations a valid election to be treated as a U.S. person. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of the NYSE; |
• | 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; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
Item 1B. |
Unresolved Staff Comments. |
Item 2. |
Properties. |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. |
[Reserved]. |
Item 7. |
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations |
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk |
Item 8. |
Financial Statements and Supplementary Data |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A. |
Controls and Procedures. |
Item 9B. |
Other Information. |
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Name |
Age |
Position | ||
Edgar Bronfman Jr. | 65 | Chairman of the Board of Directors | ||
Daniel Leff | 53 | Chief Executive Officer and Director | ||
Alan Henricks | 71 | Chief Financial Officer | ||
David Gandler | 45 | Director | ||
Jeff Bewkes | 69 | Director | ||
Chris Silbermann | 53 | Director | ||
Alfred Osborne | 77 | 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 the IPO and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the IPO; 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. |
• | duty to act in good faith in what the director believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | 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 |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Edgar Bronfman Jr. | Waverley Capital, L.P. | Venture Capital | Chairman and General Partner | |||
fuboTV Inc. | Broadcasting | Executive Chairman | ||||
Luminari Capital, L.P. | Venture Capital | Senior Advisor and Special Limited Partner | ||||
Accretive, LLC | Venture Capital | Managing Partner | ||||
Global Thermostat Operations, LLC | Environmental Services | Executive Chairman | ||||
Insureon Holdings, LLC | Insurance | Director | ||||
Everspring Inc. | Education | Director | ||||
Endel Sound GmbH. | Software | Director | ||||
Daniel Leff | Waverley Capital, L.P. | Venture Capital | Co-Founder and Managing Partner | |||
Luminari Capital, L.P. | Venture Capital | Founder and Managing Partner | ||||
fuboTV Inc. | Broadcasting | Director | ||||
Camera IQ | AR | Director |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Alan Henricks | ChowNow, Inc. | Software | Director | |||
Model N, Inc. | Software–Application | Director | ||||
Motiv Power Systems, Inc. | Industrial | Director | ||||
David Gandler | fuboTV Inc. | Broadcasting | Co-Founder, Chief Executive Officer and Director | |||
Jeff Bewkes | Section4, Inc. | Education | Director | |||
Imagine Entertainment | Entertainment | Director | ||||
NJoy Holdings, Inc. | Consumer Staples | Director | ||||
Chris Silbermann | ICM Partners | Talent and Literary Agency | Chief Executive Officer, Managing Director and Partner | |||
Alfred Osborne | Kaiser Aluminum, Inc. | Materials | Director | |||
First Pacific Advisors, LLC | Investments | Director | ||||
Wedbush Capital | Investments | Director | ||||
A.E. Osborne Associates | Management Consulting Services | Chairman, President and Chief Executive Officer |
• | Our 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 officers is engaged in several other business endeavors for which he or she may be entitled to substantial compensation, and our officers and directors are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive, to the extent such exist, their redemption rights with respect to any founder shares and public shares held by them in connection with (i) 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 24 months from the closing of the IPO or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor and each member of our management team have agreed to waive, to the extent such exist, their rights to liquidating distributions from the trust account with respect to their 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 prescribed time frame, the private placement warrants will expire worthless. Except pursuant to limited exceptions as described under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants”, our sponsor and our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier of (A) one year after the completion of an 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. Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because our directors 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, Waverley and our sponsor, officers and directors may sponsor, form or participate in 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. |
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 ordinary shares; |
• | each of our executive officers and directors; and |
• | all our executive officers and directors as a group. |
Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned |
Percentage of Outstanding Ordinary Shares |
||||||
WCAC1 Sponsor LLC (our sponsor) |
5,371,760 | (2)(3) |
20.0 | % | ||||
Edgar Bronfman Jr. (3) |
— | — | ||||||
Daniel Leff (3) |
— | — | ||||||
Alan Henricks (3) |
— | — | ||||||
David Gandler (3) |
— | — | ||||||
Jeff Bewkes (3) |
— | — | ||||||
Chris Silbermann (3) |
— | — | ||||||
Alfred Osborne (3) |
— | — | ||||||
SteelMill Master Fund LP |
1,480,000 | (4) |
7.4 | % | ||||
Light Street Capital Management, LLC |
1,980,000 | (5) |
9.9 | % | ||||
D. E. Shaw Valence Portfolios, L.L.C. |
1,980,000 | (6) |
9.9 | % | ||||
Guggenheim Capital, LLC |
2,512,561 | (7) |
11.69 | % | ||||
All officers and directors as a group (7 individuals) |
225,000 | (2) |
* |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is 1330 Avenue of the Americas New York, NY 10019. |
(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 our registration statement. |
(3) | The shares reported above are held in the name of our sponsor. Our sponsor is controlled by Waverley. These shares may be deemed to be beneficially owned by Edgar Bronfman, Jr. and Daniel Leff, who are the managers of the Sponsor. Messrs. Henricks, Gandler, Bewkes, Silberman and Osborne are non-managing members of the sponsor |
(4) | According to Schedule 13G, filed on August 30, 2021 by SteelMill Master Fund LP, PointState Holdings LLC, PointState Capital LP, PointState Capital GP LLC and Mr. Zachary J. Schreiber (collectively, the “PointState Parties”), the business address of such parties is care of PointState Capital LP, 40 West 57th Street, 25th Floor, New York, NY 10019. The PointState Parties hold 1,480,000 Class A ordinary shares. Such securities are held through SteelMill Master Fund LP, a Cayman Islands exempted limited partnership (“SteelMill”); PointState Holdings LLC, a Delaware limited liability company (“PointState Holdings”), which serves as the general partner of SteelMill; PointState Capital LP, a Delaware limited partnership (“PointState”), which serves as the investment manager to SteelMill; PointState Capital GP LLC, a Delaware limited liability company (“PointState GP”), which serves as the general partner of PointState; and Mr. Zachary J. Schreiber, an individual and citizen of the United States of America (“Mr. Schreiber”), who serves as managing member of PointState Holdings and PointState GP. |
(5) | According to Schedule 13G, filed on August 30, 2021 by Light Street Capital Management, LLC, Glen Thomas Kacher and Light Street Mercury Master Fund, L.P.(collectively, the “Light Street Parties”), the business address of such parties is 525 University Avenue, Suite 300, Palo Alto, CA 94301. The Light Street Parties hold 1,980,000 Class A ordinary shares. Such securities are held for the account of Light Street Mercury Master Fund, L.P., a Cayman Islands exempted limited partnership (“Mercury”). Light Street Capital Management, LLC, a Delaware limited liability company (“LSCM”) serves as investment adviser and general partner to Mercury and, in such capacities, exercises voting and investment power over the shares held in the account for Mercury. Mr. Glen Thomas Kacher, an individual and citizen of the United States of America (“Mr. Kacher”), is the Chief Investment Officer of LSCM. |
(6) | According to Schedule 13G, filed on September 3, 2021 by D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P. and Mr. David E. Shaw (collectively, the “D. E. Shaw Parties”), the business address of such parties is 1166 Avenue of the Americas, 9th Floor New York, NY 10036. The D. E. Shaw Parties hold 1,980,000 Class A ordinary shares. Such securities are held through D. E. Shaw Valence Portfolios, L.L.C., a limited liability company organized under the laws of the state of Delaware; D. E. Shaw & Co., L.L.C., a limited liability company organized under the laws of the state of Delaware, which serves as the manager of D. E. Shaw Valence Portfolios, L.L.C.; D. E. Shaw & Co., L.P., a limited partnership organized under the laws of the state of Delaware, which serves as investment adviser of D. E. Shaw Valence Portfolios, L.L.C.; and Mr. David E. Shaw, an individual and citizen of the United States of America, who serves as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., and D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C. |
(7) | According to Schedule 13G, filed on September 10, 2021 by Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC and Guggenheim Partners Investment Management, LLC (“GPIM”) (collectively, the “Guggenheim Parties”). The business address of Guggenheim Capital, LLC and Guggenheim Partners, LLC is 227 West Monroe Street, Chicago, IL 60606. The business address of GI Holdco II LLC, GI Holdco LLC and Guggenheim Partners Investment Management Holdings, LLC is 330 Madison Avenue, New York, NY 10017. The business address of GPIM is 100 Wilshire Boulevard, 5th Floor, Santa Monica, CA 90401. The Guggenheim Parties hold 2,500,000 Class A ordinary shares. Such securities are held through Guggenheim Capital, LLC, a Delaware limited liability company, as the majority owner of Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC and GPIM; Guggenheim Partners, LLC. a Delaware limited liability company, which indirectly beneficially owns 2,468,800 shares; GI Holdco II LLC, a Delaware limited liability company, which indirectly beneficially owns 2,468,800 shares; GI Holdco LLC, a Delaware limited liability company, which indirectly beneficially owns 2,468,800 shares; Guggenheim Partners Investment Management Holdings, LLC, a Delaware limited liability company, which indirectly beneficially owns 2,468,800 shares; GPIM, a Delaware limited liability company, which serves as a registered investment adviser and directly beneficially owns 2,468,800 shares; and other subsidiaries of Guggenheim Capital, LLC (the “Subsidiaries”), which hold 31,200 shares and shares investment discretion over 144,900 shares with GPIM. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
• | repayment of $170,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | payment to an affiliate of our sponsor of a total of $20,000 per month, for up to 24 months, for office space and secretarial, administrative, consulting and other services; |
• | reimbursement for any out-of-pocket |
• | repayment of loans which may be made by our sponsor, an affiliate of our sponsor or our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 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. |
Item 14. |
Principal Accountant Fees and Services. |
Item 15. |
Exhibits, Financial Statement Schedules |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
Page |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
* | Filed herewith |
Item 16. |
Form 10-K Summary. |
WAVERLEY CAPITAL ACQUISITION CORP. 1 | ||
By: | /s/ Daniel Leff | |
Name: | Daniel Leff | |
Title: | Chief Executive Officer |
Name |
Position |
Date | ||
/s/ Daniel Leff |
Chief Executive Officer | March 29, 2022 | ||
Daniel Leff | and Director (Principal Executive Officer) |
|||
/s/ Alan Henricks |
Chief Financial Officer | March 29, 2022 | ||
Alan Henricks | (Principal Financial and Accounting Officer) |
|||
/s/ Edgar Bronfman Jr. |
Chairman of Board of Directors | March 29, 2022 | ||
Edgar Bronfman Jr. | ||||
/s/ David Gandler |
Director | March 29, 2022 | ||
David Gandler | ||||
/s/ Jeff Bewkes |
Director | March 29, 2022 | ||
Jeff Bewkes | ||||
/s/ Chris Silbermann |
Director | March 29, 2022 | ||
Chris Silbermann | ||||
/s/ Alfred E. Osborne, Jr. |
Director | March 29, 2022 | ||
Alfred E. Osborne, Jr. |
F-2 |
||||
Financial Statements: |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 to F-17 |
December 31, 2021 |
||||
ASSETS |
||||
Current assets: |
||||
Cash and cash equivalents |
$ | |||
Prepaid expenses |
||||
Total current assets |
||||
Investments held in the Trust Account |
||||
Other assets |
||||
Total assets |
$ | |||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT |
||||
Current liabilities: |
||||
Accounts payable and accrued expenses |
$ | |||
Total current liabilities |
||||
Deferred underwriting compensation |
||||
Total liabilities |
||||
Commitments and contingencies (Note 7) |
||||
Class A ordinary shares subject to possible redemption; |
||||
Shareholders’ deficit: |
||||
Preferred shares, $ |
— | |||
Class A ordinary shares, $ |
— | |||
Class B ordinary shares, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total shareholders’ deficit |
( |
) | ||
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ deficit |
$ | |||
For the Period from March 1, 2021 (Inception) through December 31, 2021 |
||||
REVENUE |
$ | — | ||
EXPENSES |
||||
Administration fee - related party |
||||
General and administrative |
||||
TOTAL EXPENSES |
||||
OTHER INCOME (EXPENSES) |
||||
Investment income from the Trust Account |
||||
TOTAL OTHER INCOME |
||||
Net loss |
$ | ( |
) | |
Basic and diluted weighted average shares outstanding, Class A Ordinary Shares |
||||
Basic and diluted net loss per share of Class A Ordinary Shares |
$ | ( |
) | |
Basic and diluted weighted average shares outstanding, Class B Ordinary Shares |
||||
Basic and diluted net loss per share of Class B Ordinary Shares |
$ | ( |
) | |
Class A |
Class B |
Additional |
||||||||||||||||||||||||||
Ordinary Shares |
Ordinary Shares |
Paid-In |
Accumulated Deficit |
Shareholders’ Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
||||||||||||||||||||||||
Balance as of March 1, 2021 (inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Fair value of Public Warrants |
— | — | — | — | — | |||||||||||||||||||||||
Proceeds from Private Placement Warrants |
— | — | — | — | — | |||||||||||||||||||||||
Forfeiture of Class B ordinary shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption value |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance as of December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
Cash Flows From Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Investment income earned on treasury securities held in the Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable and accrued expenses |
||||
|
|
|||
Net Cash Used In Operating Activities |
( |
) | ||
|
|
|||
Cash Flows From Investing Activities: |
||||
Cash deposited into the Trust Account |
( |
) | ||
|
|
|||
Net Cash Used In Investing Activities |
( |
) | ||
|
|
|||
Cash Flows From Financing Activities: |
||||
Sale of Units in the Initial Public Offering, net of underwriting discount |
||||
Sale of Private Placement Warrants to the Sponsor |
||||
Proceeds from the Sponsor promissory note |
||||
Repayment of the Sponsor promissory note |
( |
) | ||
Repayment of the related party advances |
( |
) | ||
Payment of offering costs |
( |
) | ||
|
|
|||
Net Cash Provided By Financing Activities |
||||
|
|
|||
Net change in cash and cash equivalents |
||||
Cash and cash equivalents at beginning of period |
||||
|
|
|||
Cash and cash equivalents at end of period |
$ |
|||
|
|
|||
Supplemental disclosure of non-cash financing activities: |
||||
Deferred underwriting compensation charged to additional paid-in capital in connection with the Initial Public Offering |
$ | |||
|
|
|||
Deferred offering costs in exchange for Class B ordinary shares to Sponsor |
$ | |||
|
|
|||
Expenses paid by related parties on behalf of the Company |
$ | |||
|
|
|||
Remeasurement of Class A ordinary shares to redemption value |
$ | |||
|
|
Gross Proceeds |
$ | |
||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
||||
Remeasurement of carrying value to initial redemption value |
||||
Class A ordinary shares subject to possible redemption |
$ | |||
For the Period from March 1, 2021 (inception) December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per ordinary share |
||||||||
Numerator: |
||||||||
Allocation of net loss, as adjusted |
$ | ( |
$ | ( |
||||
Denominator: |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
Basic and diluted net loss per ordinary share |
$ | ( |
) | $ | ( |
) |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of the Class A ordinary shares has been at least $ rd ) trading day prior to the date on which notice of such redemption is given to the public warrant holders. |