QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
th Street |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||
Non-accelerated filer |
☒ | Smaller reporting company | ||||||||
Emerging growth company |
Page |
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PART I - FINANCIAL INFORMATION: |
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Item 1. |
1 |
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1 |
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2 |
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3 |
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4 |
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5 |
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Item 2. |
17 |
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Item 3. |
21 |
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Item 4. |
21 |
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PART II - OTHER INFORMATION: |
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Item 1. |
22 |
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Item 1A. |
22 |
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Item 2. |
23 |
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Item 3. |
23 |
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Item 4. |
23 |
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Item 5. |
24 |
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Item 6. |
24 |
Item 1. |
Financial Statements |
June 30 2022 |
December 31, 2021 |
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(Unaudited) | ||||||||
ASSETS |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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Cash and marketable securities held in Trust Account |
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Total assets |
$ | $ | ||||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities |
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Accounts payable and accrued expenses |
$ | $ | ||||||
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Total current liabilities |
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Warrant liability |
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Deferred underwriting fee payable |
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Total liabilities |
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Commitments and Contingencies |
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Ordinary Shares subject to possible redemption, |
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Shareholders’ Equity (Deficit): |
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Preferred shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ s authorized; |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders’ equity (deficit) |
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Total liabilities and shareholders’ equity (deficit) |
$ | $ | ||||||
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For the Three Months Ended June 30, |
For the Six Months Ended June 30, 2022 |
For the Period from January 18, 2021 (Date of Inception) through June 30, 2021 |
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2022 |
2021 |
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Formation costs and other operating expenses |
$ | $ | $ | $ | ||||||||||||
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Loss from operations |
( |
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Other Income: |
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Interest income |
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Change in fair value of warrant liability |
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Settlement of deferred underwriters payable |
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Net income (loss) |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
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Weighted average shares outstanding of Class A redeemable ordinary shares, basic and diluted |
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Basic and diluted net income (loss) per ordinary share of Class A redeemable shares |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted |
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Basic and diluted net income ( per share of Class B loss) non-redeemable ordinary shares |
$ | $ | ( |
) | $ | $ | ( |
) |
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid in Capital |
Accumulated Deficit |
Total Shareholders’ Equity (Deficit) |
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Shares |
Amount |
Shares |
Amount |
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Balance - January 18, 2021 (date of inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B ordinary shares to sponsor |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
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Balance - March 31, 2021 |
( |
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Sale of |
— | — | — | |||||||||||||||||||||||||
Ordinary shares subject to redemption |
( |
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) | — | — | ( |
) | ( |
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Net loss |
— | — | — | — | — | ( |
) | ( |
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Balance - June 30, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
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Balance - December 31, 2021 |
$ |
$ |
$ |
— | $ |
( |
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Ordinary shares subject to redemption |
— | — | — | — | — | ( |
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Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance - March 31, 2022 |
( |
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Ordinary shares subject to redemption |
— | — | — | — | ( |
) | — | ( |
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Settlement of underwriters discount liability |
— | — | — | — | — | |||||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance - June 30, 2022 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
For the Six Months Ended June 30, 2022 |
For the Period from January 18, 2021 (Date of Inception) through June 30, 2021 |
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Cash flow from operating activities: |
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Net income (loss) |
$ | $ | ( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Interest earned in Trust Account |
( |
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Change in fair value of warrant liability |
( |
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Transaction costs allocable to warrant liability |
( |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
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Accounts payable and accrued expenses |
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Net cash used in operating activities |
( |
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Cash flows from investing activities: |
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Investment of cash in Trust Account |
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Net cash used in investing activities |
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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 Class B ordinary shares |
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Proceeds from promissory note - related party |
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Proceeds from sale of Private Placement Warrants |
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Repayment of promissory note - related party |
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Payments of deferred offering costs |
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Net cash provided by financing activities |
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Net change in cash |
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Cash at the beginning of the period |
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Cash at the end of the period |
$ | $ | ||||||
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Non-Cash investing and financing activities: |
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Initial Classification of Class A shares subject to redemption |
$ | $ | ||||||
Change in value of Class shares subject to redemption |
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Deferred underwriting fee payable |
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Settlement of deferred underwriting fee payable recorded in additional paid in capital |
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Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities |
For the Three Months Ended June 30, 2022 |
For the Six Months Ended June 30, 2022 |
For the Three Months Ended June 30, 2021 |
For the Period from January 18, 2021 (Date of Inception) through June 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income (loss) per share |
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Numerator: |
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Allocation of net income (loss), as adjusted |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
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Denominator: |
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Basic and diluted weighted average ordinary shares outstanding |
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Basic and diluted net income (loss) per share |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
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• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported last sale price of the Class A Ordinary Shares equals or exceeds $ |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported last sale price of the Class A Ordinary Shares equals or exceeds $ |
• | provided that the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants if the reported last sale price of the Class A Ordinary Shares is less than $ |
• | 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. |
Level |
June 30, 2022 |
December 31, 2021 |
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Assets: |
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Cash and marketable securities held in Trust Account |
1 | $ | $ | |||||||||
Liabilities: |
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Public Warrants |
1 | $ | $ | |||||||||
Private Placement Warrants |
2 | $ | $ |
Input |
May 20, 2021 |
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Risk-free interest rate |
% | |||
Expected term (years) |
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Expected Volatility |
% | |||
Exercise Price |
$ | |||
Stock price |
$ |
Private Placement |
Public |
Warrant Liabilities |
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Fair value as of January 18, 2021 |
$ | $ | $ | |||||||||
Initial Measurement on May 20, 2021 |
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Change in valuation inputs or other assumptions (1)(2) |
( |
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Fair value as of December 31, 2021 |
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Change in valuation inputs or other assumptions (1)(2) |
( |
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Fair value as of June 30, 2022 |
(1) | Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |
(2) | Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $ |
• | each MariaDB ordinary share (“MariaDB Ordinary Share”) issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive a number of Irish Holdco Ordinary Shares equal to the Exchange Ratio (as defined in the Merger Agreement); and |
• | each equity award that is issued and outstanding under MariaDB’s equity incentive plans (each, a “Company Equity Award”) as of immediately prior to the Effective Time shall be automatically converted into an equity award to be settled in Irish Holdco Ordinary Shares on the same terms and conditions as were applicable to such Company Equity Award immediately prior to the Effective Time, equal to the product of the number of MariaDB Ordinary Shares subject to such Company Equity Award and the Exchange Ratio, at an exercise price per share equal to the exercise price per share of such Company Equity Award divided by the Exchange Ratio. |
• | Subscription Agreements with certain PIPE investors (the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors have agreed to purchase an aggregate number of Irish Holdco Ordinary Shares for $ |
• | Shareholder Support Agreements with certain shareholders of MariaDB, pursuant to which, among other things, such MariaDB shareholders agreed to, among other things, support and vote all of their MariaDB shares in favor of the Proposed Business Combination. |
• | Lock-Up Agreements with certain shareholders of MariaDB and certain of our shareholders, pursuant to which, among other things and subject to certain exceptions, such holders will agree that they will not sell or otherwise transfer the Irish Holdco Ordinary Shares received pursuant to the transactions contemplated by the Merger Agreement for a period of Lock-Up Agreement as it relates to the Sponsor, will supersede the obligations of the Sponsor under the Letter Agreement entered into by the sponsor in connection with the Company’s initial public offering in May 2021. |
• | Registration Rights Agreements with certain equity holders of MariaDB and certain of our shareholders, pursuant to which, among other things, Irish Holdco will be required to file, within |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares; |
• | could cause a change of control if a substantial number of our 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; and |
• | may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants. |
• | 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; |
• | the Company’s immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | the Company’s 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; |
• | the Company’s inability to pay dividends on our ordinary shares; |
• | using a substantial portion of the Company’s cash flow to pay principal and interest on the Company’s debt, which will reduce the funds available for dividends on the Company’s ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on the Company’s flexibility in planning for and reacting to changes in the Company’s business and in the industry in which the Company operates; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on the Company’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of the Company’s strategy and other purposes and other disadvantages compared to the Company’s competitors who have less debt. |
For the Three Months Ended June 30, 2022 |
For the Six Months Ended June 30, 2022 |
For the Three Months Ended June 30, 2021 |
For the Period from January 18, 2021 (Date of Inception) through June 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income (loss) per share |
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Numerator: |
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Allocation of net income (loss), as adjusted |
$ | 1,978,076 | $ | 494,519 | $ | 2,955,096 | $ | 738,774 | $ | (422,061 | ) | $ | (225,350 | ) | $ | (333,740 | ) | $ | (318,788 | ) | ||||||||||||
Denominator: |
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Basic and diluted weighted average ordinary shares outstanding |
26,551,482 | 6,637,870 | 26,551,482 | 6,637,870 | 6,250,000 | 7,187,500 | 7,515,337 | 7,099,310 | ||||||||||||||||||||||||
Basic and diluted net income (loss) per share |
$ | 0.07 | $ | 0.07 | $ | 0.11 | $ | 0.11 | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.04 | ) | $ | (0.04 | ) |
• | 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. |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 4. |
Controls and Procedures |
Item 1. |
Legal Proceedings |
Item 1A. |
Risk Factors |
Item 2. |
Unregistered Sale of Equity Securities and Use of Proceeds. |
Item 3. |
Defaults Upon Senior Securities |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Other Information |
Item 6. |
Exhibits |
* | Filed herewith. |
** | Furnished. |
ANGEL POND HOLDINGS CORPORATION | ||||||
Date: August 15, 2022 | /s/ Theodore T. Wang | |||||
Name: | Theodore Wang | |||||
Title: | Chairman and Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: August 15, 2022 | /s/ Hanchen Jin | |||||
Name: | Hanchen Jin | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |