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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Altimeter Growth Corporation | NASDAQ:AGC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.01 | 11.11 | 11.13 | 0 | 01:00:00 |
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Cayman Islands
|
98-1554598
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
3 Media Close, #01-03/06
Singapore
|
138492
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
(1)
|
|
Trading
Symbol |
|
Name of each exchange
on which registered |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one fifth of one redeemable warrant
|
|
AGCUU
|
|
NASDAQ Capital Market
|
Class A ordinary shares included as part of the units
|
|
AGC
|
|
NASDAQ Capital Market
|
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
|
|
AGCWW
|
|
NASDAQ Capital Market
|
(1)
|
On December 1, 2021, Altimeter Growth Corp. filed the Notification of Removal from Listing and Registration of Securities Pursuant to Section 12(d) of the Securities Exchange Act of 1934 on Form 25, and the securities listed below have been delisted from the NASDAQ Capital Market and deregistered under Section 12(b) of the Securities Exchange Act of 1934 as of December 1, 2021
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
• |
our ability to select an appropriate target business or businesses;
|
• |
our ability to complete our initial Business Combination;
|
• |
our expectations around the performance of a prospective target business or businesses;
|
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;
|
• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination;
|
• |
the proceeds of the Forward Purchase units being available to us;
|
• |
our potential ability to obtain additional financing to complete our initial Business Combination;
|
• |
our pool of prospective target businesses;
|
• |
our ability to consummate an initial Business Combination due to the uncertainty resulting from the COVID-19 pandemic;
|
• |
the ability of our officers and directors to generate a number of potential Business Combination opportunities;
|
• |
our public securities’ potential liquidity and trading;
|
• |
the lack of a market for our securities;
|
• |
the use of proceeds not held in the trust account or available to us from interest income on the Trust Account balance;
|
• |
the Trust Account not being subject to claims of third parties; or
|
• |
our financial performance following our Initial Public Offering.
|
• |
We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
|
• |
Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.
|
• |
Our shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, which means we may complete our initial Business Combination even though a majority of our shareholders do not support such a combination.
|
• |
Your only opportunity to affect the investment decision regarding a potential Business Combination may be limited to the exercise of your right to redeem your shares from us for cash.
|
• |
If we seek shareholder approval of our initial Business Combination, our sponsor and members of our management team have agreed to vote in favor of such initial Business Combination, regardless of how our public shareholders vote.
|
• |
The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target.
|
• |
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable Business Combination or optimize our capital structure.
|
• |
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
|
• |
The requirement that we consummate an initial Business Combination within 24 months (or 27 months, as applicable) after the Initial Public Offering closing may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business Combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial Business Combination on terms that would produce value for our shareholders.
|
• |
Our search for a Business Combination, and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the coronavirus
(COVID-19)
outbreak and the status of debt and equity markets.
|
• |
We may not be able to consummate an initial Business Combination within 24 months (or 27 months, as applicable) after the Initial Public Offering’s closing, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
|
• |
If we seek shareholder approval of our initial Business Combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares, which may influence a vote on a proposed Business Combination and reduce the public “float” of our Class A ordinary shares.
|
• |
If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
|
• |
You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
|
• |
Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
|
• |
You will not be entitled to protections normally afforded to investors of many other blank check companies.
|
• |
If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
|
• |
Because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial Business Combination. If we have not consummated our initial Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
|
• |
If the net proceeds of the Initial Public Offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months (or 27 months, as applicable) following the Initial Public Offering’s closing, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial Business Combination, and we would depend on loans (if any) from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial Business Combination.
|
• |
The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report on Form
10-K.
|
ITEM 1.
|
BUSINESS.
|
• |
Expertise software and internet.
|
• |
Opportunistic and flexible mandate
|
• |
Deep, fundamental analysis
bottoms-up
research process. Altimeter aspires to be domain experts in the markets and businesses in which it invests.
|
• |
Long investment horizon
|
• |
Attractive risk/reward
|
• |
Large and growing total addressable market.
|
• |
Differentiated architecture.
|
• |
Favorable unit economics.
|
• |
Strong management team.
|
• |
Sensible valuation.
|
• |
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
|
• |
file proxy materials with the SEC.
|
• |
conduct the redemptions pursuant to Rule
13e-4
and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
|
• |
file tender offer documents with the SEC prior to completing our initial Business Combination which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
|
ITEM 1A.
|
RISK FACTORS.
|
• |
may significantly dilute the equity interest of current 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 Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
|
• |
could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
|
• |
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
|
• |
may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
|
• |
may not result in adjustment to the exercise price of our warrants.
|
• |
restrictions on the nature of our investments; and
|
• |
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination.
|
• |
registration as an investment company with the SEC;
|
• |
adoption of a specific form of corporate structure; and
|
• |
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
|
• |
default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
|
• |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
|
• |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
• |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
• |
our inability to pay dividends on our Class A ordinary shares;
|
• |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
|
• |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
• |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
• |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
|
• |
solely dependent upon the performance of a single business, property or asset; or
|
• |
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
|
• |
costs and difficulties inherent in managing cross-border business operations;
|
• |
rules and regulations regarding currency redemption;
|
• |
complex corporate withholding taxes on individuals;
|
• |
laws governing the manner in which future Business Combinations may be effected;
|
• |
exchange listing and/or delisting requirements;
|
• |
tariffs and trade barriers;
|
• |
regulations related to customs and import/export matters;
|
• |
local or regional economic policies and market conditions;
|
• |
unexpected changes in regulatory requirements;
|
• |
longer payment cycles;
|
• |
tax issues, such as tax law changes and variations in tax laws as compared to the United States;
|
• |
currency fluctuations and exchange controls;
|
• |
rates of inflation;
|
• |
challenges in collecting accounts receivable;
|
• |
cultural and language differences;
|
• |
employment regulations;
|
• |
underdeveloped or unpredictable legal or regulatory systems;
|
• |
corruption;
|
• |
protection of intellectual property;
|
• |
social unrest, crime, strikes, riots and civil disturbances;
|
• |
regime changes and political upheaval;
|
• |
terrorist attacks, natural disasters and wars; and
|
• |
deterioration of political relations with the United States.
|
• |
a limited availability of market quotations for our securities;
|
• |
reduced liquidity for our securities;
|
• |
a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
|
• |
a limited amount of news and analyst coverage; and
|
• |
a decreased ability to issue additional securities or obtain additional financing in the future.
|
• |
we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq;
|
• |
we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
|
• |
we have independent director oversight of our director nominations.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS.
|
ITEM 2.
|
PROPERTIES.
|
ITEM 3.
|
LEGAL PROCEEDINGS.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
ITEM 6.
|
SELECTED FINANCIAL DATA.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES.
|
ITEM 9B.
|
OTHER INFORMATION.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Name
|
Age
|
Position
|
||
Brad Gerstner
|
49 | Chairman, Chief Executive Officer and President | ||
Hab Siam
|
51 | General Counsel and Director | ||
Richard N. Barton
|
53 | Director | ||
Aishetu Fatima Dozie
|
44 | Director | ||
Dev Ittycheria
|
54 | Director |
• |
meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
|
• |
monitoring the independence of the independent registered public accounting firm;
|
• |
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
|
• |
inquiring and discussing with management our compliance with applicable laws and regulations;
|
• |
pre-approving
all audit services and permitted
non-audit
services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
|
• |
appointing or replacing the independent registered public accounting firm;
|
• |
determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
|
• |
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;
|
• |
monitoring compliance on a quarterly basis with the terms of our Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our Initial Public Offering; and
|
• |
reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.
|
• |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
|
• |
reviewing and approving the compensation of all of our other Section 16 executive officers;
|
• |
reviewing our executive compensation policies and plans;
|
• |
implementing and administering our incentive compensation equity-based remuneration plans;
|
• |
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
• |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
|
• |
producing a report on executive compensation to be included in our annual proxy statement; and
|
• |
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
• |
each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
|
• |
each of our executive officers and directors that beneficially owns ordinary shares; and
|
• |
all our executive officers and directors as a group.
|
Class A Ordinary Shares
|
Class B Ordinary Shares
(2)
|
|||||||||||||||||||
Name of Beneficial Owner
(1)
|
Number of
Shares Beneficially Owned |
Approximate
Percentage of Class |
Number of
Shares Beneficially Owned |
Approximate
Percentage of Class |
Approximate
Percentage of Outstanding Ordinary Shares |
|||||||||||||||
Altimeter Growth Holdings (our sponsor)
(3)
|
— | — | 12,275,000 | 98.2 | % | 19.6 | % | |||||||||||||
Brad Gerstner
(3)
|
— | — | 12,275,000 | 98.2 | % | 19.6 | % | |||||||||||||
Hab Siam
(3)
|
— | — | 12,275,000 | 98.2 | % | 19.6 | % | |||||||||||||
Richard N. Barton
|
250,000 |
(4)
|
* | 75,000 | * | * | ||||||||||||||
Aishetu Fatima Dozie
|
— | — | 75,000 | * | * | |||||||||||||||
Dev Ittycheria
|
— | — | 75,000 | * | * | |||||||||||||||
All executive officers and directors as a group (5 individuals)
|
250,000 | * | 12,500,000 | 100 | % | 20.0 | % |
* |
Less than one percent.
|
(1) |
Unless otherwise noted, the business address of each of our shareholders is 2550 Sand Hill Road, Suite 150, Menlo Park, California 94025.
|
(2) |
Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial Business Combination.
|
(3) |
The shares reported above are held in the name of our sponsor. Our sponsor is controlled by Mr. Gerstner and Mr. Siam.
|
(4) |
Units were acquired in a directed share program in connection with the Initial Public Offering.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
(a) |
The following documents are filed as part of this Form
10-K:
|
(1) |
Financial Statements:
|
F-2
|
||||
Financial Statements:
|
||||
F-3
|
||||
F-4
|
||||
F-5
|
||||
F-6
|
||||
F-7 to F-19
|
(2) |
Financial Statement Schedules:
|
(3) |
Exhibits
|
* |
Filed herewith.
|
** |
Furnished herewith
|
(1) |
Previously filed as an exhibit to our Current Report on Form
8-K
filed on October 6, 2020 (File
No. 001-39573)
and incorporated by reference herein.
|
(2) |
Previously filed as an exhibit to our Annual Report on Form
10-K
filed on March 26, 2021 and incorporated by reference herein.
|
ITEM 16.
|
FORM
10-K
SUMMARY.
|
J2 HOLDINGS INC.
|
||
(as successor by merger to Altimeter Growth Corp.)
|
||
By:
|
/s/ Artawat Udompholkul
|
|
Name: | Artawat Udompholkul (also known as John Cordova) | |
Title: | Authorized Officer |
Formation and general and administrative expenses
|
$ | 212,799 | ||
|
|
|||
Loss from operations
|
|
(212,799
|
)
|
|
Other income (expense):
|
||||
Transaction costs allocable to warrant
liabilities
|
(869,977 | ) | ||
Loss resulting from issuance of private placement warrants
|
(6,864,584 | ) | ||
Change in fair value of warrant
liabilities
|
(68,742,475 | ) | ||
Change in fair value of FPA liability
|
(54,310,054 | ) | ||
|
|
|
|
|
Net loss
|
$
|
(130,999,889
|
)
|
|
|
|
|||
Weighted average shares outstanding of Class A redeemable ordinary shares
|
34,645,669 | |||
|
|
|||
Basic and diluted
net loss
per share, Class A
|
$
|
(2.80
|
)
|
|
|
|
|||
Weighted average shares outstanding of Class B
non-redeemable
ordinary shares
|
12,116,142 | |||
|
|
|||
Basic and diluted net loss per share, Class B
|
$
|
(2.80
|
)
|
|
|
|
Class B
Ordinary Shares |
Additional Paid
in Capital |
Accumulated
Deficit |
Total
Shareholders’
Deficit
|
|||||||||||||||||
Shares
|
Amount
|
|||||||||||||||||||
Balance — August 25, 2020 (inception)
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||||
Issuance of Class B ordinary shares to Sponsor
|
12,500,000 | 1,250 | 23,750 |
|
—
|
|
25,000 | |||||||||||||
Accretion of Class A ordinary shares subject to pos
s
ible redemption
|
— | — | (23,750 | ) | (42,623,909 | ) | (42,647,659 | ) | ||||||||||||
Net loss
|
— | — | — | (130,999,889 | ) | (130,999,889 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance — December 31, 2020
|
|
12,500,000
|
|
$
|
1,250
|
|
$
|
—
|
$ |
(173,623,798
|
) |
$
|
(173,622,548
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$ | (130,999,889 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Change in fair value of warrant
liabilities
|
68,742,475 | |||
Change in fair value of FPA liability
|
54,310,054 | |||
Formation cost paid by Sponsor in exchange for issuance of Class B ordinary shares
|
5,000 | |||
Transaction costs allocable to warrant liabilities
|
869,977 | |||
Loss resulting from issuance of private placement warrants
|
6,864,584 | |||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(248,791 | ) | ||
Accrued expenses
|
64,100 | |||
|
|
|||
Net cash used in operating activities
|
|
(392,490
|
)
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
||||
Investment of cash into Trust Account
|
(500,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
|
(500,000,000
|
)
|
|
|
|
|||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Class A ordinary shares, net of underwriting discounts paid
|
490,000,000 | |||
Proceeds from sale of Private Placement Warrants
|
12,000,000 | |||
Repayment of promissory note—related party
|
(178,120 | ) | ||
Payment of offering costs
|
(573,418 | ) | ||
|
|
|||
Net cash provided by financing activities
|
|
501,248,462
|
|
|
|
|
|
|
|
Net Change in Cash
|
|
855,972
|
|
|
Cash – Beginning of period
|
— | |||
|
|
|||
Cash – End of period
|
$
|
855,972
|
|
|
|
|
|||
Supplemental Disclosure of
Non-Cash
Investing and Financing Activities:
|
||||
Deferred underwriting fee payable
|
$ | 17,500,000 | ||
|
|
|||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares
|
$ | 20,000 | ||
|
|
|||
Payment of offering costs through promissory note – related party
|
$ | 151,320 | ||
|
|
|||
Payment of prepaid expenses through promissory note – related party
|
$ | 26,800 | ||
|
|
|||
Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities
|
$ | 34,137,482 | ||
|
|
|||
Initial measurement of FPA units issued in connection with the initial Public Offering accounted for as liabilities
|
$ | 350,430 | ||
|
|
As of December 31, 2020
1
|
||||||||||||
As Reported
|
Adjustment
|
As Restated
|
||||||||||
Balance Sheet:
|
||||||||||||
Class A ordinary shares subject to possible redemption
|
$
|
321,377,450
|
|
$
|
178,622,550
|
|
$
|
500,000,000
|
|
|||
Class A ordinary shares, $0.0001 par value
|
|
1,786
|
|
|
(1,786
|
) |
|
—
|
|
|||
Class B ordinary shares, $0.0001 par value
|
1,250 | — | 1,250 | |||||||||
Additional paid-in capital
|
135,996,855 | (135,996,855 | ) | — | ||||||||
Accumulated deficit
|
(130,999,889 | ) | (42,623,909 | ) | (173,623,798 | ) | ||||||
Total Shareholders’ Equity (Deficit)
|
|
|
5,000,002 |
|
|
|
(178,622,550 |
)
|
|
|
(173,622,548 |
)
|
Number of Class A ordinary shares subject to redemption
|
|
|
32,137,745 |
|
|
|
17,862,255 |
|
|
|
50,000,000 |
|
|
|
|
|
|
|
For the Period from August 25, 2020 (inception)
Through December 31, 2020
1
|
||||||||||||
As Reported
|
Adjustment
|
As Restated
|
||||||||||
Statement of Operations:
|
||||||||||||
Net Loss
|
$ | (130,999,889 | ) | $ | — | $ | (130,999,889 | ) | ||||
Weighted average shares outstanding – Class A ordinary shares
|
50,000,000 | (15,354,331 | ) | 34,645,669 | ||||||||
Basic and diluted net loss per share, Class A ordinary shares
|
$ | — | $ | (2.80 | ) | $ | (2.80 | ) | ||||
Weighted average shares outstanding – Class B ordinary shares
|
12,116,142 | — | 12,116,142 | |||||||||
Basic and diluted net loss per share, Class B ordinary shares
|
$ | (10.81 | ) | $ | 8.01 | $ | (2.80 | ) |
For the Period from August 25, 2020 (inception)
through December 31, 2020
1
|
||||||||||||
As Reported
|
Adjustment
|
As Restated
|
||||||||||
Statement of Cash Flows:
|
||||||||||||
Supplemental Disclosure of Noncash Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial value of Class A ordinary shares subject to possible redemption
|
444,287,348 |
(444,287,348
|
) | — | ||||||||
Change in value of Class A ordinary shares subject to possible redemption
|
(122,909,898 | ) | 122,909,898 | — |
As of October 5, 2020
1
|
||||||||||||
As Reported
|
Adjustment
|
As Restated
|
||||||||||
Balance Sheet
|
||||||||||||
Class A ordinary shares subject to possible redemption
|
444,287,348 | 55,712,652 | 500,000,000 | |||||||||
Class A ordinary shares, $0.0001 par value
|
557 | (557 | ) | — | ||||||||
Class B ordinary shares, $0.0001 par value
|
|
|
1,250
|
|
|
|
—
|
|
|
|
1,250 |
|
Additional
paid-in
capital
|
13,088,186 | (13,088,186 | ) | — | ||||||||
Accumulated deficit
|
(8,089,991 | ) | (42,623,909 | ) | (50,713,900 | ) | ||||||
Total Shareholders’ Equity
|
5,000,002 | (55,712,652 | ) | (50,712,650 | ) | |||||||
Number of Class A shares
|
|
|
44,428,735
|
|
|
|
5,571,265
|
|
|
|
50,000,000
|
|
1
|
On May 18, 2021, the Company restated its previously issued 10K to properly account for the Warrants and FPAs as liabilities on the balance sheet at fair value. Accordingly, the As Reported amounts in the tables above reflect the revised balances from the previous restatement.
|
Gross Proceeds
|
|
$
|
500,000,000
|
|
Less:
|
|
|||
Proceeds allocated to Public Warrants
|
|
|
(15,272,898
|
)
|
Class A ordinary shares issuance costs
|
|
|
(27,374,761
|
)
|
Plus:
|
|
|||
Accretion of carrying value to redemption value
|
|
|
42,647,659
|
|
|
|
|||
Class A ordinary shares subject to possible redemption
|
|
$
|
500,000,000
|
|
|
|
For the Period
From August 25, 2020 (inception) Through December 31, 2020 |
||||||||
Class A
|
Class B
|
|||||||
Basic and diluted net loss per ordinary share
|
||||||||
Numerator:
|
||||||||
Allocation of net loss, as adjusted
|
$ | (97,057,379 | ) |
$
|
(33,942,510 | ) | ||
|
|
|
|
|||||
Denominator:
|
||||||||
Basic and diluted weighted average ordinary shares outstanding
|
34,645,669 | 12,116,142 | ||||||
|
|
|
|
|||||
Basic and Diluted net loss per ordinary share
|
$ | (2.80 | ) | (2.80 | ) | |||
|
|
|
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 10 trading days within a
20-trading
day period ending three trading days before the date on which the Company sends the notice of redemption to the warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;
|
• |
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 10 trading days within the
20-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
|
Level 1:
|
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
Level 2:
|
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
Level 3:
|
|
Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Warrant liabilities:
|
||||||||||||||||
Public Warrants
|
$ | 48,677,457 | $ | — | $ | — | $ | 48,677,457 | ||||||||
Private Placement Warrants
|
— | — | 54,202,500 | 54,202,500 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total warrant liabilities
|
$ | 48,677,457 | $ | — | $ | 54,202,500 | $ | 102,879,957 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FPA liability
|
$
|
— |
$
|
— |
$
|
54,310,054 |
$
|
54,310,054 | ||||||||
|
|
|
|
|
|
|
|
Private
Placement |
Public
|
Warrant
Liabilities |
||||||||||
Fair value as of August 25, 2020
|
$ | — | $ | — | $ | — | ||||||
Initial measurement on October 5, 2020
|
18,864,584 | 15,272,898 | 34,137,482 | |||||||||
Change in valuation inputs or other assumptions
(1)
|
29,812,873 | 38,929,602 | 68,742,475 | |||||||||
|
|
|
|
|
|
|||||||
Fair value as of December 31, 2020
|
$ | 48,677,457 | $ | 54,202,500 | $ | 102,879,957 | ||||||
|
|
|
|
|
|
(1)
|
Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations.
|
FPA Liability
|
||||
Fair value as of August 25, 2020
|
$ | — | ||
Initial measurement on October 5, 2020
|
350,430 | |||
Change in valuation inputs or other assumptions
(1)
|
53,959,624 | |||
|
|
|||
Fair value as of December 31, 2020
|
$ | 54,310,054 | ||
|
|
(1)
|
Changes in valuation inputs or other assumptions are recognized in change in fair value of FPA liability in the Statement of Operations.
|
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