trueFY0001819175CA 0001819175 2021-01-01 2021-12-31 0001819175 2021-06-30 0001819175 us-gaap:CapitalUnitsMember 2021-01-01 2021-12-31 0001819175 us-gaap:WarrantMember 2021-01-01 2021-12-31 0001819175 us-gaap:CommonClassAMember 2022-03-21 0001819175 us-gaap:CommonClassBMember 2022-03-21 0001819175 us-gaap:WarrantMember 2022-03-21 xbrli:shares iso4217:USD
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-K/A
(Amendment No. 1)
 
 
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal period ended December 31, 2021
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
Prime Impact Acquisition I
(Exact name of registrant as specified in its charter)
 
 
 
         
Cayman Islands
 
001-39501
 
98-1554335
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
 
     
123 E San Carlos Street, Suite 12
San Jose, California
 
95112
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code:
(650) 825-6965
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
Units, each consisting of one Class A ordinary share
and one-third
of a Warrant to acquire one Class A ordinary share
 
PIAI.U
 
The New York Stock Exchange
     
Class A ordinary shares, par value $0.0001 per share
 
PIAI
 
The New York Stock Exchange
     
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
 
PIAI.W
 
The New York Stock Exchange
 
 
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐ No  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  ☐ No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒ No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒ No  ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or
any amendment to
this Form 10-K.  ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer,
a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in
Rule 12b-2 of
the Exchange Act.
 
             
Large accelerated filer      Accelerated filer  
Non-accelerated filer
     Smaller reporting company  
Emerging growth company           
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of
the Exchange Act).    Yes  ☒ No  ☐
Based on the closing price of $9.75 per share on June 30, 2021, the aggregate market value of our voting and
non-voting
ordinary shares held by
non-affiliates was
$315,934,066.
As of March 21, 2022, there were 3,688,813 units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, and one third of a warrant to acquire one Class A ordinary share, 28,714,681 Class A ordinary shares, 8,102,103 Class B ordinary shares, par value $0.0001 per share, and 15,293,475 warrants, were issued and outstanding, respectively.

Auditor Firm ID: 100
  
Auditor Name: WithumSmith+Brown, PC
  
Auditor Location: New York, New York
 
 
 

EXPLANATORY NOTE
Prime Impact Acquisition I (the “Company”) is filing this Amendment No. 1 on Form
10-K/A
(the “Amendment”) to its Annual Report on Form
10-K
for the fiscal year ended December 31, 2021, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 21, 2022 (the “Annual Report”), solely for the purposes of (i) including Management’s Report on Internal Controls Over Financial Reporting in Item 9A of the Annual Report, which was inadvertently omitted, and (ii) filing revised certifications by the Company’s principal executive officer and principal financial officer, as Exhibits 31.1 and 31.2 herewith, to correct an inadvertent omission of certain language regarding internal control over financial reporting required to be included in such certifications by Item 601(b)(31)(i) of Regulation
S-K.
Except as described above, no attempt has been made in this Amendment to modify or update the other disclosures or exhibits presented in the Annual Report. Except as presented in this Amendment and except for Exhibits 31.1 and 31.2 filed herewith, this Amendment does not reflect events occurring after the filing of the Annual Report or modify or update those disclosures. Accordingly, this Amendment should be read in conjunction with the Annual Report and the Company’s other filings with the SEC.
Defined terms used herein but not otherwise defined shall have the meaning set forth in the Annual Report, unless otherwise specified.


PART II

Item 9A. Controls and Procedures

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2021. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as of December 31, 2021, because of material weaknesses in our internal control over financial reporting. Specifically, our management has concluded that our control around the interpretation and accounting for complex financial instruments issued by the Company was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s balance sheet as of September 14, 2020, its annual financial statements for the period ended December 31, 2020 and its interim financial statements for the quarters ended September 30, 2020, March 31, 2021 and June 30, 2021.

This Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

PART IV

Item 15. Exhibits, Financial Statement Schedules

 

(a)

  

The following documents are filed as part of this Annual Report:

(1)

  

No financial statements or schedules are filed with this Amendment.

(2)

  

Exhibits.


We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index.

 

Exhibit
No.

  

Description

31.1    Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
31.2    Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
101.INS    Inline XBRL Instance Document
101.SCH    Inline XBRL Taxonomy Extension Schema
101.CAL    Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF    Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB    Inline XBRL Taxonomy Extension Label Linkbase
101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

*

Filed herewith


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

October 21, 2022

Prime Impact Acquisition I

 

/s/ Michael Cordano

Name: Michael Cordano
Title:   Co-Chief Executive Officer
  (Principal Executive Officer)

/s/ Mark Long

Name:

 

Mark Long

Title:

 

Co-Chief Executive Officer and Chief Financial Officer

 

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name

  

Position

 

Date

/s/ Michael Cordano

Michael Cordano

  

Co-Chief Executive Officer, Director

(Principal Executive Officer and the Registrant’s authorized signatory in the United States)

 

October 21, 2022

/s/ Mark Long

Mark Long

  

Co-Chief Executive Officer and Chief Financial Officer, Director

(Principal Financial and Accounting Officer)

 

October 21, 2022

/s/ Keyur Patel

Keyur Patel

  

Chairman of the Board

 

October 21 2022

/s/ Roger Crockett

Roger Crockett

  

Director

 

October 21, 2022

/s/ Dixon Doll

Dixon Doll

  

Director

 

October 21, 2022

/s/ Joanna Strober

Joanna Strober

  

Director

 

October 21, 2022

Prime Impact Acquisition I (NYSE:PIAI)
Historical Stock Chart
Von Jan 2023 bis Feb 2023 Click Here for more Prime Impact Acquisition I Charts.
Prime Impact Acquisition I (NYSE:PIAI)
Historical Stock Chart
Von Feb 2022 bis Feb 2023 Click Here for more Prime Impact Acquisition I Charts.