The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1- Organization and Business Operations
Organization and General
African Gold Acquisition Corporation (the “Company”)
is a blank check company incorporated on November 17, 2020 as a Cayman Islands exempted company. The Company was incorporated for the
purpose of effecting a merger or mergers, asset acquisition, share purchase, reorganization or other similar business combination with
one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and
the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination
target with respect to the Business Combination.
The Company’s sponsor is African Gold Acquisition
Sponsor LLC, a Delaware limited liability company (the “Sponsor”).
The Company has selected December 31 as its fiscal
year end.
As of September 30, 2021, the Company had not
commenced any operations. All activity for the period from November 17, 2020 (inception) through September 30, 2021 relates to the Company’s
formation and the Initial Public Offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective
initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business
Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents
from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense).
Financing
The registration statement for the Company’s IPO
was declared effective on February 25, 2021 (the “Effective Date”). On March 2, 2021, the Company consummated the IPO of 36,000,000
units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”),
at $10.00 per Unit, generating gross proceeds of $360,000,000, which is discussed in Note 3.
Simultaneously with the closing of the IPO, the
Company consummated the sale of 10,300,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement
Warrant in a private placement to the Sponsor, generating gross proceeds of $10,300,000, which is discussed in Note 4.
Transaction costs amounted to $20,466,592 consisting
of $7,200,000 of underwriting discount, $12,600,000 of deferred underwriting discount, and $666,592 of other offering costs.
The Company granted the underwriters in the IPO
a 45-day option to purchase up to 5,400,000 additional Units to cover over-allotments, if any. On March 16, 2021, the underwriters exercised
the over-allotment option in full to purchase 5,400,000 Units (the “Over-allotment Units”), generating an aggregate of gross
proceeds of $54,000,000, and incurred $1,080,000 in cash underwriting fees and $1,890,000 in deferred underwriting fees.
Trust Account
Following the closing of the IPO on March 2, 2021
and the underwriters’ full exercise of over-allotment option on March 16, 2021, $414,000,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which
can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in
U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Except with respect to interest earned
on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the funds held in the Trust Account will
not be released from the Trust Account until the earliest of: (1) the completion of an initial Business Combination; (2) the redemption
of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and
articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial
Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination
within 24 months from the closing of the IPO (the “Combination Period”) or (B) with respect to any other provision relating
to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the Company’s public shares if the Company
has not completed an initial Business Combination within the Combination Period, subject to applicable law.
Initial Business Combination
The Company must complete one or more initial
Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding
the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter
into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target
sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment
Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.
The shares of ordinary share subject to redemption
will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting
Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will
proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business
Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of
the Business Combination.
If the Company is unable to complete the initial
Business Combination within the Combination Period, the Company 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, redeem 100% of 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 (less up to $100,000 of interest
to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of the then issued and outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor, officers and directors have agreed
to waive: (i) their redemption rights with respect to any founder shares and public shares held by them, as applicable in connection with
the completion of the initial Business Combination, (ii) their redemption rights with respect to any founder shares and public shares
held by them in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association,
(iii) their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails
to complete the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate
a Business Combination beyond 24 months as a result of a shareholder vote to amend the Company’s amended and restated memorandum and articles
of association (an “Extension Period”), and (iv) vote any founder shares and public shares held by them in favor of the initial
Business Combination.
The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered
or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held
in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each
case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and
all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO
against certain liabilities, including liabilities under the Securities Act. The Company has not independently verified whether the Sponsor
has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and,
therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations.
Liquidity and Capital Resources
As of September 30, 2021, the Company had approximately
$0.9 million in its operating bank account, and working capital of approximately $1.3 million.
Prior to the completion of the Initial Public
Offering, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain
offering costs, for the founder shares (see Note 5), and the loan under an unsecured promissory note from the Sponsor of $178,488 (see
Note 5). The Company fully paid the note to the Sponsor on March 8, 2021. Subsequent to the consummation of the Initial Public Offering
and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement
not held in the Trust Account.
In addition, in order to finance transaction costs
in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers
and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding
under any Working Capital Loans.
Based on the foregoing, management believes that
the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a
Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts
payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target
businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating
the Business Combination.
Note 2 - Restatement of Previously Issued Financial
Statements
In connection with the preparation of the Company’s
financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. The
Company previously determined ordinary shares subject to possible redemption (“Public Shares”) to be equal to the redemption
value of $10.00 per ordinary share while also taking into consideration its charter’s requirement that a redemption cannot result
in net tangible assets being less than $5,000,001. Upon review of its financial statements for the period ended September 30, 2021, the
Company reevaluated the classification of the Public Shares and determined that the Public Shares issued during the IPO and pursuant to
the exercise of the underwriters’ over-allotment option can be redeemed or become redeemable subject to the occurrence of future
events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that all of the Public Shares
should be classified as temporary equity in its entirety. As a result, management has noted a reclassification adjustment related to temporary
equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Public Shares with the offset recorded
to additional paid-in capital (to the extent available), accumulated deficit and ordinary shares.
In connection with the change in presentation
for the Public Shares, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A ordinary
shares and Class B ordinary shares. This presentation shows both Class A and Class B ordinary shares pro rata in the income (loss) of
the Company.
In accordance with SEC Staff Accounting Bulletin
No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that
the related impact was material to its previously presented financial statements. Therefore, the Company, in consultation with its Audit
Committee, concluded that its previously issued financial statements as of March 2, 2021, March 31, 2021 and June 30, 2021 and for three
months ended March 31,2021 and three months and six months June 30, 2021 should be restated because of a misapplication in the guidance
around complex accounting for financial instruments and should no longer be relied upon. The Company is reporting the restatements to
those periods in this Quarterly Report.
Impact of the Restatement
The impact to the balance sheet as of March 2,
2021, the balance sheet as of March 31, 2021 and the balance sheet as of June 30, 2021 and statements of operations for the three months
ended March 31, 2021 and for the three and six months ended June 30, 2021 is presented below:
|
|
As
|
|
|
|
|
|
|
|
|
|
Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Balance Sheet as of March 2, 2021 (per Form 8-K filed on March 8, 2021)
|
Class A ordinary shares subject to possible redemption ($)
|
|
$
|
316,503,820
|
|
|
$
|
43,496,180
|
|
|
$
|
360,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares, $0.0001 par value
|
|
|
435
|
|
|
|
(435
|
)
|
|
|
-
|
|
Additional paid-in capital
|
|
|
6,274,449
|
|
|
|
(6,274,449
|
)
|
|
|
-
|
|
Accumulated Deficit
|
|
|
(1,275,918
|
)
|
|
|
(37,221,296
|
)
|
|
|
(38,497,214
|
)
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,001
|
|
|
$
|
(43,496,180
|
)
|
|
$
|
(38,496,179
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares subject to possible redemption
|
|
|
31,650,382
|
|
|
|
4,349,618
|
|
|
|
36,000,000
|
|
Balance Sheet as of March 31, 2021 (per Form 10-Q filed on June 2, 2021)
|
Class A ordinary shares subject to possible redemption ($)
|
|
$
|
376,133,780
|
|
|
$
|
37,866,220
|
|
|
$
|
414,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares, $0.0001 par value
|
|
|
379
|
|
|
|
(379
|
)
|
|
|
-
|
|
Retained Earnings (Accumulated Deficit)
|
|
|
4,998,588
|
|
|
|
(37,865,841
|
)
|
|
|
(32,867,253
|
)
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,002
|
|
|
$
|
(37,866,220
|
)
|
|
$
|
(32,866,218
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares subject to possible redemption
|
|
|
37,613,378
|
|
|
|
3,786,622
|
|
|
|
41,400,000
|
|
Statement of Operations for the three months ended March 31, 2021 (per Form 10-Q filed on June 2, 2021)
|
Weighted average shares outstanding, ordinary share subject to redemption
|
|
|
10,198,456
|
|
|
|
28,594,647
|
|
|
|
38,793,103
|
|
Weighted average shares outstanding, ordinary share
|
|
|
12,651,544
|
|
|
|
(2,301,544
|
)
|
|
|
10,350,000
|
|
Basic and diluted net income per share, ordinary share subject to redemption
|
|
$
|
-
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
Basic and diluted net income per shares, ordinary share
|
|
$
|
0.79
|
|
|
$
|
(0.59
|
)
|
|
$
|
0.20
|
|
Statement of Changes in Shareholders’ (Deficit) Equity for the three months ended March 31, 2021 (per Form 10-Q filed on June 2, 2021)
|
Sale of 41,4000,000 Units through initial public offering and over- allotment
|
|
$
|
414,000,000
|
|
|
$
|
(414,000,000
|
)
|
|
$
|
-
|
|
Sale of 11,380,000 Private Placement Warrants to Sponsor in private placement
|
|
$
|
11,380,000
|
|
|
$
|
(8,698,616
|
)
|
|
$
|
2,681,384
|
|
Underwriting fee
|
|
$
|
(8,280,000
|
)
|
|
$
|
8,280,000
|
|
|
$
|
-
|
|
Deferred underwriting fee
|
|
$
|
(14,490,000
|
)
|
|
$
|
14,490,000
|
|
|
$
|
-
|
|
Offering costs charged to the shareholders’ equity
|
|
$
|
(666,592
|
)
|
|
$
|
666,592
|
|
|
$
|
-
|
|
Initial classification of warrant liability
|
|
$
|
(32,116,371
|
)
|
|
$
|
32,116,371
|
|
|
$
|
-
|
|
Reclassification of offering costs related to warrants
|
|
$
|
1,325,682
|
|
|
$
|
(1,325,682
|
)
|
|
$
|
--
|
|
Change in Class A ordinary shares subject to possible redemption
|
|
$
|
(376,133,780
|
)
|
|
$
|
376,133,780
|
|
|
$
|
|
|
Remeasurement under ASC 480-10-S99 against additional paid-in capital and accumulated deficit
|
|
$
|
-
|
|
|
$
|
(45,528,665
|
)
|
|
$
|
(45,528,665
|
)
|
Statement of Cash Flows for the three months ended March 31, 2021 (per Form 10-Q filed on June 2, 2021)
|
Initial value of shares subject to possible redemption
|
|
$
|
316,503,820
|
|
|
$
|
51,967,515
|
|
|
$
|
368,471,335
|
|
Change in value of shares subject to possible redemption
|
|
$
|
59,629,960
|
|
|
$
|
(59,629,960
|
)
|
|
$
|
-
|
|
Accretion of carrying value to redemption value
|
|
$
|
-
|
|
|
$
|
45,528,665
|
|
|
$
|
45,528,665
|
|
Balance Sheet as of June 30, 2021 (per Form 10-Q filed on August 16, 2021)
|
Class A ordinary shares subject to possible redemption ($)
|
|
$
|
368,933,630
|
|
|
$
|
45,066,370
|
|
|
$
|
414,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares, $0.0001 par value
|
|
|
451
|
|
|
|
(451
|
)
|
|
|
-
|
|
Additional paid-in capital
|
|
|
2,242,603
|
|
|
|
(2,242,603
|
)
|
|
|
-
|
|
Retained Earnings (Accumulated Deficit)
|
|
|
2,755,920
|
|
|
|
(42,823,316
|
)
|
|
|
(40,067,396
|
)
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,009
|
|
|
$
|
(45,066,370
|
)
|
|
$
|
(40,066,361
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares subject to possible redemption
|
|
|
36,893,363
|
|
|
|
4,506,637
|
|
|
|
41,400,000
|
|
Statement of Operations for the three months ended June 30, 2021 (per Form 10-Q filed on August 16, 2021)
|
Weighted average shares outstanding, ordinary share subject to redemption
|
|
|
37,613,375
|
|
|
|
3,786,625
|
|
|
|
41,400,000
|
|
Weighted average shares outstanding, ordinary share
|
|
|
14,136,622
|
|
|
|
(3,786,622
|
)
|
|
|
10,350,000
|
|
Basic and diluted net income per share, ordinary share subject to redemption
|
|
$
|
-
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
Basic and diluted net income per shares, ordinary share
|
|
$
|
(0.51
|
)
|
|
$
|
0.37
|
|
|
$
|
(0.14
|
)
|
Statement of Operations for the six months ended June 30, 2021 (per Form 10-Q filed on August 16, 2021)
|
Weighted average shares outstanding, ordinary share subject to redemption
|
|
|
23,981,649
|
|
|
|
16,788,351
|
|
|
|
40,770,000
|
|
Weighted average shares outstanding, ordinary share
|
|
|
13,398,185
|
|
|
|
(3,048,185
|
)
|
|
|
10,350,000
|
|
Basic and diluted net income per share, ordinary share subject to redemption
|
|
$
|
-
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
Basic and diluted net income per shares, ordinary share
|
|
$
|
0.21
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.06
|
|
Statement of Changes in Shareholders’ (Deficit) Equity for the three months ended June 30, 2021 (per Form 10-Q filed on August 16, 2021)
|
Remeasurement under ASC 480-10-S99 against additional paid-in capital and accumulated deficit
|
|
$
|
7,200,150
|
|
|
$
|
(7,200,150
|
)
|
|
$
|
-
|
|
Statement of Cash Flows for the six months ended June 30, 2021 (per Form 10-Q filed on August 16, 2021)
|
Initial value of shares subject to possible redemption
|
|
$
|
316,503,820
|
|
|
$
|
51,967,515
|
|
|
$
|
368,471,335
|
|
Change in value of shares subject to possible redemption
|
|
$
|
52,429,810
|
|
|
$
|
(52,429,810
|
)
|
|
$
|
-
|
|
Accretion of carrying value to redemption value
|
|
$
|
-
|
|
|
$
|
45,528,665
|
|
|
$
|
45,528,665
|
|
Note 3 - Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial
statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information
and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which
include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating
results for the period for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be
expected through December 31, 2021.
The accompanying unaudited condensed financial
statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final
prospectus filed by the Company with the SEC on March 8, 2021 and March 1, 2021, respectively.
Emerging Growth Company Status
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our
Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor
an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of the unaudited condensed financial
statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from
those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of September 30, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account
At September 30, 2021, the assets held in the
Trust Account were invested in money market funds.
Fair Value Measurements
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
|
●
|
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.
|
In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
The fair value of the Company’s certain assets
and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates
the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable
and accrued expenses, due to related parties are estimated to approximate the carrying values as of September 30, 2021 due to the short
maturities of such instruments.
The fair value of Private Placement Warrants is
based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume
and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change
in fair value. The fair value of the Private Placement Warrants is classified as level 3. See Note 6 for additional information on assets
and liabilities measured at fair value.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this
account and management believes the Company is not exposed to significant risks on such account.
Ordinary Shares Subject to Possible Redemption
The Company accounts for its ordinary shares subject
to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is
measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares
feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain
future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside
of the shareholders’ equity section of the Company’s balance sheets.
The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of
each reporting period. Increases or decreases in the carrying amount of Class A ordinary shares are affected by charges against additional
paid in capital and accumulated deficit.
Net Income Per Ordinary Share
The Company has two classes of shares, which are
referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of
shares. The 42,430,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted
earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies
have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods.
The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for
each class of ordinary shares:
|
|
For the Three Months Ended September 30, 2021
|
|
|
For the Nine Months Ended September 30, 2021
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Basic and diluted net income per stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net income
|
|
$
|
5,109,334
|
|
|
$
|
1,277,333
|
|
|
$
|
7,008,729
|
|
|
$
|
2,194,396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
41,400,000
|
|
|
|
10,350,000
|
|
|
|
31,872,527
|
|
|
|
9,979,121
|
|
Basic and diluted net income per share
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
Offering Costs associated with the Initial
Public Offering
The Company complies with the requirements of
the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist
principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated to the separable
financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated
with warrant liabilities is expensed, and offering costs associated with the Class A ordinary share are charged to the shareholders’ equity.
Warrant Liabilities
The Company evaluated the Public Warrants and
Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4, and Note 6) in accordance with
ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement
related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants
meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the condensed balance
sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair
Value Measurement”, with changes in fair value recognized in the condensed statements of operations in the periods of change. Derivative
warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current
assets or require the creation of current liabilities.
FASB ASC 470-20, Debt with Conversion and Other
Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies
this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating
IPO proceeds first to fair value of the warrants and then the Class A ordinary shares.
Income Taxes
The Company accounts for income taxes under ASC
740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected
impact of differences between the unaudited condensed financial statement and tax basis of assets and liabilities and for the expected
future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be
established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement
process for unaudited condensed financial statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and
transition.
The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest
and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position.
The Company is considered an exempted Cayman Islands
company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable
as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting
for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash
conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification
of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding
instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including
the requirement to use the if converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be
applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU
2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.
Management does not believe that any other recently issued, but not
yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
Note 4 - Initial Public Offering
Pursuant to the IPO, the Company sold 36,000,000
Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and three-quarters of one redeemable warrant. Each
whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants
will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing
of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.
On March 16, 2021, the underwriters exercised
the over-allotment option in full to purchase 5,400,000 Units.
Following the closing of the IPO on March 2, 2021
and the underwriters’ full exercise of over-allotment option on March 16, 2021, $414,000,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which
can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in
U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act.
All of the 41,400,000 Class A ordinary share
sold as part of the Units in the IPO, including Units sold upon the exercise of over-allotment by the underwriters, contain a redemption
feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder
vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s memorandum
and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified
in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to
be classified outside of permanent equity.
The Class A ordinary share is subject to SEC
and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the
equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period
from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest
redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount
of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value
immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption
amount value. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and
accumulated deficit.
As of September 30, 2021, the ordinary share reflected
on the balance sheet are reconciled in the following table:
Gross proceeds from IPO
|
|
$
|
414,400,000
|
|
Less:
|
|
|
|
|
Proceeds allocated to Public Warrants
|
|
|
(23,417,755
|
)
|
Ordinary share issuance costs
|
|
|
(22,110,910
|
)
|
Plus:
|
|
|
|
|
Remeasurement of carrying value of Class A ordinary shares
|
|
|
45,528,665
|
|
Contingently redeemable Class A ordinary shares
|
|
$
|
414,000,000
|
|
Public Warrants
Each whole warrant entitles the holder to purchase
one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable
on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire
five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption
or liquidation. The Company may, in its sole discretion, lower the exercise price at any time prior to the expiration date of the warrants
for a period of not less than twenty (20) business days, provided, that the Company provides at least twenty (20) days prior written notice
of such reduction to registered holders of the warrants and, provided further that any such reduction shall be identical among all of
the warrants.
The Company is not registering the Class A ordinary
shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event
later than 15 business days, after the closing of its initial Business Combination, it will use its commercially reasonable efforts to
file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon
exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60
business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.
Notwithstanding the above, if the Company’s Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national
securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act,
the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to
file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by
surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the
number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below)
less the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the volume weighted
average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of
exercise is received by the warrant agent.
Redemption of Warrants
Once the warrants become exercisable, the Company
may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
|
●
|
in whole and not in part;
|
|
●
|
at a price of $0.01 per warrant;
|
|
●
|
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
|
●
|
if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like).
|
The Company will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise
of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day
redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it
is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
In addition, if (x) the Company issues additional
ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination
at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be
determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s Sponsors
or its affiliate, without taking into account any founder shares held by the Company’s Sponsor or such affiliates, as applicable,
prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of
the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s
Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates
its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00
per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market
Value and the Newly Issued Price.
Note 5 - Private Placement
Simultaneously with the closing of the IPO, the
Sponsor purchased an aggregate of 10,300,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate
purchase price of $10,300,000, in a private placement. The proceeds from the Private Placement Warrants was added to the proceeds from
the IPO held in the Trust Account.
On March 16, 2021, simultaneously with the closing
of the underwriters’ full exercise of the over-allotment option, the Company completed the private sale of an aggregate of 1,080,000 Private
Placement Warrants to the Sponsor, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $1,080,000.
The Private Placement Warrants are identical to
the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees,
(i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants),
subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s
initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be (including the ordinary shares
issuable upon exercise of these warrants) entitled to certain registration rights.
If the Private Placement Warrants are held by
holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable
by the holders on the same basis as the warrants included in the Units being sold in the IPO.
Note 6 - Related Party Transactions
Founder Shares
On November 17, 2020, the Company issued to the
Sponsor 8,625,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), for $25,000, or approximately $0.003 per
share. Up to 1,125,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment
option is exercised. In February 2021, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting
in an aggregate of 10,350,000 founder shares outstanding and held by the Sponsor (up to 1,350,000 of which are subject to forfeiture by
our sponsor if the underwriters’ over-allotment option is not exercised in full). On March 16, 2021, the underwriter exercised its over-allotment
option in full, hence, the 1,350,000 founder shares are no longer subject to forfeiture since then.
The initial shareholders have agreed not to transfer,
assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination
and (ii) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or
exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination
or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction
that results in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Any permitted transferees would be subject to the same restrictions and other agreements of the initial shareholders with respect to any
founder shares.
Due to Related Parties
The Company promised to pay its Chief Executive
Officer $20,000 per month for his services for the period from the effective date of the registration statement to the consummation of
the Company’s initial Business Combination.
The Company also promised to pay its Chief Financial
Officer $16,700 per month for the period from October 1, 2020 to the consummation of the initial Business Combination.
During the three and nine months ended September
30, 2021, the Company incurred $110,100 and $292,443 of CEO/CFO service fees. As of September 30, 2021, the Company has paid $267,468
and $24,975 has been accrued on the condensed balance sheet.
Promissory Note - Related Party
The Sponsor agreed to loan the Company up to $300,000
to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of September
30, 2021 or the closing of the IPO. The loan was repaid upon completion of the IPO out of the $1,000,000 of offering proceeds that has
been allocated to the payment of offering expenses.
Related Party Loans
In addition, in order to finance transaction costs
in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers
and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company
completes the initial Business Combination, the Company may repay the Working Capital Loans out of funds held outside the Trust Account.
In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the
Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.
Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.
Such warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, the Company had no
borrowings under the Working Capital Loans.
Note 7 - Recurring Fair Value Measurements
The following table presents information about
the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021, and indicates the
fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
|
|
September 30,
|
|
|
Quoted
Prices In
Active
Markets
|
|
|
Significant
Other
Observable
Inputs
|
|
|
Significant
Other
Unobservable
Inputs
|
|
|
|
2021
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Money Market held in Trust Account
|
|
$
|
414,027,846
|
|
|
$
|
414,027,846
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
$
|
414,027,846
|
|
|
$
|
414,027,846
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability - Public Warrants
|
|
$
|
14,904,000
|
|
|
$
|
14,904,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Warrant Liability - Private Placement Warrants
|
|
|
5,727,459
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,727,459
|
|
|
|
$
|
20,631,459
|
|
|
$
|
14,904,000
|
|
|
$
|
-
|
|
|
$
|
5,727,459
|
|
The Company utilized a Monte Carlo simulation
model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants at September 30, 2021 is classified
as Level 1 due to the use of an observable market quote in an active market. As of September 30, 2021, the aggregate value of Public Warrants
was $14,904,000.
The estimated fair value of the Private Placement
Warrants on September 30, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related
to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate.
The Company estimates the volatility of its ordinary share based on management’s understanding of the volatility associated with instruments
of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining
life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood
of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are
involved. If factors or assumptions change, the estimated fair values could be materially different.
The key inputs into the Monte Carlo simulation
model for the initial measurement of the Public Warrants and Private Placement Warrants at March 2, 2021 and the subsequent measurement
of the Private Placement Warrants at September 30, 2021 were as follows:
Input
|
|
March 2,
2021
(Initial
Measurement)
|
|
|
September 30,
2021
|
|
Expected term (years)
|
|
|
5.93
|
|
|
|
5.60
|
|
Expected volatility
|
|
|
15.2
|
%
|
|
|
10.8
|
%
|
Risk-free interest rate
|
|
|
0.90
|
%
|
|
|
1.08
|
%
|
Fair value of the ordinary share price
|
|
$
|
9.43
|
|
|
$
|
9.72
|
|
The following table sets forth a summary of the
changes in the fair value of the Company’s Level 3 financial instruments for the nine months ended September 30, 2021:
|
|
Warrant Liability
|
|
Fair value as of January 1, 2021
|
|
$
|
-
|
|
Initial fair value of warrant liability upon issuance at IPO
|
|
|
28,236,354
|
|
Initial measurement of over-allotment warrants
|
|
|
3,880,017
|
|
Transfer out of Level 3 to Level 1
|
|
|
(19,561,500
|
)
|
Revaluation of warrant liability included in other income within the statement of operations for the nine months ended September 30, 2021
|
|
|
(6,827,412
|
)
|
Fair value as of September 30, 2021
|
|
$
|
5,727,459
|
|
Note 8 - Commitments and Contingencies
Registration Rights
The holders of the founder shares, Private Placement
Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the
exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the
founder shares) will be entitled to registration rights pursuant to a registration rights agreement signed on February 25, 2021 requiring
the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Company’s Class
A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands,
that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to
register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day
option from February 25, 2021 to purchase up to an additional 5,400,000 units to cover over-allotments. On March 16, 2021, the underwriters
purchased an additional 5,400,000 units to exercise its over-allotment option in full.
The Company paid an aggregate amount of fixed
underwriting discount of $8,280,000, which was calculated as two percent (2%) of the gross proceeds $414,000,000 of the IPO and the underwriters’
full exercise of over-allotment option. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of
the gross proceeds of the IPO and the underwriters’ full exercise of over-allotment option held in the Trust Account, or $14,490,000,
upon the completion of the Company’s initial Business Combination.
The Company has granted B. Riley Securities, Inc.
a right of first refusal to act as sole placement agent in any private placement, backstop or similar financing transactions entered into
or contemplated by the Company within the Combination Period and until the consummation of the initial Business Combination. In the event
that B. Riley Securities, Inc. exercises such right of first refusal, its compensation in connection with any such transaction will be
determined by separate agreement between the Company and B. Riley Securities, Inc. on the basis of compensation customarily paid to placement
agents in similar transactions.
Note 9 - Shareholders’ Equity
Preference shares - The Company
is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and
preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020
there were no preference shares issued or outstanding.
Class A Ordinary Shares - The Company
is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2021 and December
31, 2020, there were 41,400,000 and 0 shares of Class A ordinary shares issued and outstanding, including 41,400,000 and 0 Class A ordinary
shares subject to possible redemption, respectively.
Class B Ordinary Shares - The Company
is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for
each share of Class B ordinary shares. On November 30, 2020, the Company issued to the Sponsor 8,625,000 Class B ordinary shares, par
value $0.0001 (the “Founder Shares”), for $25,000, or approximately $0.003 per share. Up to 1,125,000 Founder Shares are subject
to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. In February 2021,
the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 10,350,000 founder
shares outstanding and held by the Sponsor (up to 1,350,000 of which are subject to forfeiture by our sponsor if the underwriters’ over-allotment
option is not exercised in full). On March 16, 2021, the underwriter exercised its over-allotment option in full, hence, the 1,350,000
founder shares are no longer subject to forfeiture since then. At September 30, 2021 and December 31, 2020 there were 10,350,000 Class
B ordinary shares issued and outstanding.
Class A ordinary shareholders and Class B ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as
a single class, except as required by law. Unless specified in the Companies Act, the Company’s amended and restated memorandum and articles
of association or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted
is required to approve any such matter voted on by its shareholders.
The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for
share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, and subject to
further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or
deemed issued in excess of the amounts issued in the IPO and related to the closing of the initial Business Combination, the ratio at
which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the
issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed
issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate,
on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the IPO plus all Class A
ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any
shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. The term “equity-linked
securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for the Company’s Class A ordinary
shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement
of equity or debt.
Note 10 - Subsequent Events
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. The Company did
not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.