ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
(Address of Principal Executive Offices) |
(Zip Code) | |
+1 - Registrant’s telephone number, including area code | ||
Not Applicable (Former name or former address, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act: | ||||
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Auditor PCAOB ID Number: |
Auditor Name: |
Auditor Location: |
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | 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 the uncertainty resulting from the COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ liquidity and trading; |
• | 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. |
• | 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. |
• | 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. |
• | 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 security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our 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. |
• | 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. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including: |
• | 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 not subject to. |
• | may significantly dilute the equity interest of investors in our initial public offering; |
• | may subordinate the rights of holders of Class A ordinary shares if preferred 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; and |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; |
• | 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 |
• | to the extent that we have one, we expect our nominating and corporate governance committee to be comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities |
• | costs and difficulties inherent in managing cross-border business operations, including differences between U.S. GAAP and the International Accounting Standards; |
• | 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; |
• | challenges in managing and staffing international operations; |
• | 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 and wars; and |
• | deterioration of political relations with the United States. |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Name |
Age |
Position | ||
Hélio L. Magalhães | 70 | Chief Executive Officer and Director | ||
J. Douglas Smith | 60 | Chief Financial Officer | ||
Clifford M. Sobel | 72 | Chairman of the Board | ||
Scott Sobel | 47 | Director | ||
Mario Mello | 55 | Director | ||
Linda Rottenberg | 53 | Director | ||
Barry L. Engle | 58 | Director | ||
Brian P. Brooks | 52 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the registered public accounting firm has with us in order to evaluate their continued independence; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, 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’s based on such evaluation; |
• | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other 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 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. |
• | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; |
• | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
(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/Organization |
Entity’s Business |
Affiliation | |||
Hélio L. Magalhães | Banco do Brasil S.A. | Financial institution | Director | |||
UBS BB Investment Bank | Investment bank | Director | ||||
Companhia Melhoramentos São Paulo S.A. | Cellulose manufacturing and publishing company | Director | ||||
Suzano S.A. | Vertically integrated producer of paper and eucalyptus pulp | Director | ||||
J. Douglas Smith | Valor Capital Group | Growth equity and venture capital investment firm | Chief Financial Officer and Executive Vice President | |||
Valor venture funds | Venture capital investment | Member of investment committee | ||||
Wesray Social Investments | Venture capital investment firm | Managing director and member of investment committee | ||||
MCJ Foundation | Private Foundation | Member of investment committee | ||||
Goldhirsh Foundation | Private Foundation | Member of investment committee | ||||
Clifford M. Sobel | Valor Capital Group | Growth equity and venture capital investment firm | Co-founder and managing partner | |||
Related Brazil | Mixed use developer | Partner | ||||
Council of the Americas | American organization promoting free trade and open markets throughout the Americas | Director | ||||
Council of American Ambassadors | Association of non-career United States ambassadors. |
Director | ||||
Christie’s Advisory Board for the Americas | Auction house | Director | ||||
Scott Sobel | Valor Capital Group | Growth equity and venture capital investment firm | Co-founder and managing partner | |||
National Mentoring Partnership | Non-profit advocate resource for mentoring in the US |
Director | ||||
Mario Mello | Construtora Tenda S.A. | Brazilian real estate development company | Director | |||
Valor Capital Group | Growth equity and venture capital investment firm | Advisory board member and operating partner | ||||
Track & Field Co. S.A. | Brazilian sportswear company | Director | ||||
O Poder do Voto | Civic service non-profit start-up company |
Founder and President | ||||
Linda Rottenberg | Endeavor Global, Inc. | Non-profit organization supporting high-impact entrepreneurship |
Chief Executive Officer | |||
Endeavor Catalyst LP Funds | Co-investment firm designed to support Endeavor Global entrepreneurs |
President | ||||
Globant SA | Software developer | Director | ||||
Olo | Digital food-ordering SaaS platform | Director | ||||
RTPZ | SPAC | Director | ||||
Barry Engle | Lilium N.V. | Transportation development company | Director | |||
ABC Technologies Holdings Inc. | Automotive supplier company | Director |
• | 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 may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our initial shareholders hold founder shares and private placement warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive 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. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 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, the founder shares will be released from the lockup. |
• | The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors 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 was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our officers and directors; and |
• | all our officers and directors as a group. |
Class A ordinary shares |
Class B ordinary shares(2) |
|||||||||||||||||||
Name of Beneficial Owners(1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Ordinary Shares |
|||||||||||||||
5% Shareholders: |
||||||||||||||||||||
Valor Latitude LLC (3) |
— | — | % | 3,093,511 | 53.8 | % | 10.8 | % | ||||||||||||
Phoenix SPAC Holdco LLC (5) |
3,000,000 | 13.0 | % | 738,731 | 12.8 | % | 13.0 | % | ||||||||||||
Entities affiliated with Blackstone Inc. (6) |
1,980,000 | 8.6 | % | — | — | % | 6.9 | % | ||||||||||||
TRUXT Investimentos Ltda (7) |
1,849,600 | 8.0 | % | — | — | % | 6.4 | % | ||||||||||||
Entities affiliated with Arena Capital Advisors, LLC (8) |
2,639,984 | 11.5 | % | — | — | % | 9.2 | % | ||||||||||||
Directors and Officers: |
||||||||||||||||||||
Hélio L. Magalhães |
— | — | % | 143,750 | 2.5 | % | * | % | ||||||||||||
J. Douglas Smith |
— | — | % | 143,750 | 2.5 | % | * | % | ||||||||||||
Clifford M. Sobel (4) |
— | — | % | 1,266,508 | 22.0 | % | 4.4 | % | ||||||||||||
Scott Sobel |
— | — | % | 143,750 | 2.5 | % | * | % | ||||||||||||
Mario Mello |
— | — | % | * | * | % | * | % | ||||||||||||
Linda Rottenberg |
— | — | % | * | * | % | * | % | ||||||||||||
Barry L. Engle |
— | — | % | * | * | % | * | % | ||||||||||||
Brian P. Brooks |
— | — | % | * | * | % | * | % | ||||||||||||
All officers and directors as a group |
— | — | % | 1,847,758 | 32.1 | % | 6.4 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the persons and entities listed above is PO Box 309, Ugland House, Grand Cayman KY1-1104. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment. |
(3) | Valor Latitude LLC, our sponsor, is the record holder of such shares, and Valor Latitude LLC is controlled by a board of managers consisting of Clifford M. Sobel, J. Douglas Smith and Mario Mello. Each manager of Valor Latitude LLC has one vote, and the approval of two of the three members of the board of managers is required to approve an action of Valor Latitude LLC. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to Valor Latitude LLC. Based upon the foregoing analysis, no individual manager of Valor Latitude LLC exercises voting or dispositive control over any of the securities held by Valor Latitude LLC even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(4) | Sobel 2020 Family LLC is the record holder of such shares, and Sobel 2020 Family LLC is controlled by a board of managers consisting of Clifford M. Sobel. The business address of Clifford M. Sobel is PO Box 309, Ugland House, Grand Cayman KY1-1104. |
(5) | This information is based solely on the Schedule 13G filed with the SEC on May 17, 2021 on behalf of SoftBank Group Corp., a Japanese kabushiki kaisha |
(6) | This information is based solely on the Schedule 13G/A filed with the SEC on February 11, 2022 on behalf of Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV (“Aqua Fund”), Blackstone Alternative Solutions L.L.C. (“BAS”), Blackstone Holdings I L.P. (“Holdings I”), Blackstone Holdings I/II GP L.L.C. (“Holdings GP”), Blackstone Inc. (“Blackstone”), Blackstone Group Management L.L.C. (“Blackstone Management”), and Stephen A. Schwarzman. The principal business address of each of the Reporting Person is 345 Park Avenue, 28th Floor, New York, NY 10154. Blackstone and the entities affiliated with Blackstone is controlled by its founder, Stephen A. Schwarzman. |
(7) | This information is based solely on the Schedule 13G/A filed with the SEC on February 4, 2022 on behalf of TRUXT Investimentos Ltda (“TRUXT”), Bruno de Godoy Garcia (“Mr. Garcia”) and TRUXT Brazil Long Bias (each a “Reporting Person”). TRUXT and Mr. Garcia have shared voting and dispositive power over 1,849,600 units. Mr. Garcia is the Chief Investment Officer and a controlling person of TRUXT. TRUXT is the investment manager, and Mr. Garcia is the portfolio manager, of TRUXT Brazil Long Bias, a Cayman Islands corporation. TRUXT, Mr. Garcia, and TRUXT Brazil Long Bias may be deemed to share voting and dispositive power with respect to 1,605,280 units held by TRUXT Brazil Long Bias. TRUXT, Mr. Garcia and TRUXT Brazil Long Bias expressly disclaim beneficial ownership of all units held by TRUXT Brazil Long Bias. The principal business address of each of the Reporting Person is Av. Ataulfo de Paiva, 153, 6 floor, Leblon, Rio de Janeiro, RJ, 22440-032 Brazil. |
(8) | This information is based solely on the Schedule 13G/A filed with the SEC on February 14, 2022 on behalf of Arena Capital Advisors, LLC – CA, Series A, B, C and E of Arena Short Duration High Yield Fund, LP and Series 3, 4, 5, 6, 8, 10, 11 and 16 of Arena Capital Fund, LP (each a “Reporting Person”). The principal business address of each of the Reporting Person is 12121 Wilshire Blvd. Ste 1010, Los Angeles, CA 90025. |
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F - 5 | ||
F - 6 | ||
F - 7 |
32.2 | Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |
101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document* | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
104 | Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101* |
* | Filed herewith. |
Valor Latitude Acquisition Corp. | ||
By: | /s/ J. Douglas Smith | |
Name: J. Douglas Smith | ||
Title: Chief Financial Officer |
Name |
Position |
Date | ||
/s/ Hélio L. Magalhães |
Chief Executive Officer and Director (Principal Executive Officer) |
April 12, 2022 | ||
Hélio L. Magalhães | ||||
/s/ J. Douglas Smith |
Chief Financial Officer (Principal Financial and Accounting Officer) |
April 12, 2022 | ||
J. Douglas Smith | ||||
/s/ Clifford M. Sobel |
Chairman of the Board | April 12, 2022 | ||
Clifford M. Sobel | ||||
/s/ Scott Sobel |
Director | April 12, 2022 | ||
Scott Sobel | ||||
/s/ Mario Mello |
Director | April 12, 2022 | ||
Mario Mello | ||||
/s/ Linda Rottenberg |
Director | April 12, 2022 | ||
Linda Rottenberg | ||||
/s/ Barry L. Engle |
Director | April 12, 2022 | ||
Barry L. Engle | ||||
/s/ Brian P. Brooks |
Director | April 12, 2022 | ||
Brian P. Brooks |
Assets: |
||||
Current Assets: |
||||
Cash |
$ | |||
Prepaid expenses |
||||
|
|
|||
Total current assets |
||||
Prepaid expenses, non-current |
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Investments held in trust account |
||||
|
|
|||
Total Assets |
$ |
|||
|
|
|||
Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit |
||||
Current Liabilities: |
||||
Accrued offering costs and expenses |
$ | |||
Due to related party |
||||
|
|
|||
Total Current Liabilities |
||||
Warrant liabilities |
||||
Deferred underwriters’ fee |
||||
|
|
|||
Total Liabilities |
||||
Commitments and Contingencies (Note 7) |
||||
Class A ordinary shares subject to possible redemption, |
||||
Shareholders’ Deficit: |
||||
Preference shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total Shareholders’ Deficit |
( |
) | ||
|
|
|||
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit |
$ | |||
|
|
Formation and operating costs |
$ | |||
Loss from operations |
( |
) | ||
Other income (loss) |
||||
Change in fair value of warrant liabilities |
||||
Transaction costs allocated to warrant liabilities |
( |
) | ||
Interest Income |
||||
Total other income |
$ | |||
Net income |
$ | |||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption |
||||
Basic and diluted net income per share |
$ | |||
Basic and diluted weighted average shares outstanding, Class B ordinary shares |
||||
Basic and diluted net income per share |
$ | |||
Class B ordinary shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance as of January 21, 2021 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Class B ordinary shares issued to Sponsor |
— | |||||||||||||||||||
Excess value of cash received over fair value of Private Placement Warrants |
— | — | — | |||||||||||||||||
Remeasurement adjustment of Class A ordinary shares to redemption value |
— | — | ( |
) | ( |
) |
( |
) | ||||||||||||
Net income |
— | — | — | |||||||||||||||||
Balance as of December 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
Cash flows from operating activities: |
||||
Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Transaction costs allocated to warrant liabilities |
||||
Amortization of prepaid expenses |
|
|
|
|
Change in fair value of warrant liabilities |
( |
) | ||
Interest earned on investments held in Trust Account |
( |
) | ||
Changes in assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued offering costs and expenses |
||||
Due to related party |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash flows from investing activities: |
||||
Investments held in trust account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash flows from financing activities: |
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Proceeds from issuance of founder shares |
||||
Proceeds received from public offerings, net of underwriters’ discount |
||||
Proceeds from private placement |
||||
Payment of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net change in cash |
||||
Cash, beginning of the period |
||||
|
|
|||
Cash, end of the period |
$ | |||
|
|
|||
Supplemental disclosure of cash flow information: |
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Deferred underwriter’s fee |
$ | |||
|
|
|||
Remeasurement adjustment on redeemable class A ordinary shares |
$ | |||
|
|
|||
Initial measurement of warrant liabilities |
$ | |||
|
|
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
December 31, 2021 |
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Class A Ordinary Share |
||||
Net income allocable to Class A ordinary shares |
$ | |||
Basic and diluted weighted average shares outstanding |
||||
Basic and diluted net income per share |
$ | |||
Class B Ordinary Share |
||||
Net income allocable to Class B ordinary shares |
$ | |||
Weighted average shares outstanding, basic and diluted |
||||
Basic and diluted net income per ordinary share |
$ |
Gross proceeds from IPO |
$ |
|||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Ordinary share issuance costs |
( |
) | ||
Plus: |
||||
Remeasurement adjustment of carrying value to redemption value |
||||
|
|
|||
Ordinary shares subject to possible redemption |
$ |
|||
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than 30 days’ prior written notice of redemption (the “ redemption period”) to each warrant holder; and |
• | if, and only if, the last reported sale price of the Class A ordinary shares for any |
• | A sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value equals or exceeds $ |
• | share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and |
• | if the Reference Value is less than $ sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
December 31, 2021 |
Level 1 |
Level 2 |
Level 3 |
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Assets: |
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U.S. Money Market held in Trust Account |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Public Warrants Liability |
$ | $ | ||||||||||||||
Private Placement Warrants Liability |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ |
$ |
$ |
$ |
|||||||||||||
|
|
|
|
|
|
|
|
Input |
March 6, 2021 (Initial Measurement) |
December 31, 2021 |
||||||
Risk-free interest rate |
% | % | ||||||
Expected term (years) |
||||||||
Expected volatility |
% | % | ||||||
Exercise price |
$ | $ |
Fair value at January 21, 2021 (inception) |
$ | |||
Initial fair value on May 6, 2021 |
||||
Initial value of Warrants issued on May 11, 2021 |
||||
Public Warrants reclassified to level 1 (1) |
( |
) | ||
Change in fair value |
( |
) | ||
|
|
|||
Fair Value at December 31, 2021 |
$ | |||
|
|
(1) | Assumes the Public Warrants were reclassified on September 30, 2021. |