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Name | Symbol | Market | Type |
---|---|---|---|
VPC Impact Acquisition Holdings II | NASDAQ:VPCBU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.26 | 10.01 | 10.25 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Cayman Islands
|
98-1576492
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and
one-fourth
of one redeemable warrant
|
VPCBU
|
The Nasdaq Stock Market LLC
|
||
Class A ordinary shares, par value $0.0001
|
VPCB
|
The Nasdaq Stock Market LLC
|
||
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
|
VPCBW
|
The Nasdaq Stock Market LLC
|
Large, accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page
|
||||
Part I. Financial Information
|
||||
Item 1. Financial Statements
|
||||
1 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
22 | ||||
27 | ||||
27 | ||||
27 | ||||
28 | ||||
29 | ||||
29 | ||||
29 | ||||
29 | ||||
30 | ||||
31 |
ASSETS
|
||||
Current assets
|
||||
Cash
|
$ | 573,466 | ||
Prepaid expenses
|
932,073 | |||
|
|
|||
Total Current Assets
|
1,505,539 | |||
Investment held in Trust Account
|
255,800,954 | |||
|
|
|||
TOTAL ASSETS
|
$
|
257,306,493
|
|
|
|
|
|||
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
||||
Current liabilities – accrued expense
|
$ | 2,759,946 | ||
Warrant liabilities
|
16,796,339 | |||
Deferred underwriting fee payable
|
8,952,463 | |||
|
|
|||
TOTAL LIABILITIES
|
|
28,508,748
|
|
|
Commitments and Contingencies
|
||||
Class A ordinary shares subject to possible redemption 25,578,466 shares at $10.00 per share redemption value as of September 30, 2021
|
255,784,660 | |||
Shareholders’ Deficit
|
||||
Preference
none
issued and outstanding
|
— | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized at September 30, 2021.
|
— | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,394,617 shares issued and outstanding(1)
|
639 | |||
Additional
paid-in
capital
|
— | |||
Accumulated deficit
|
(26,987,554 | ) | ||
|
|
|||
Total Shareholders’ Deficit
|
|
(26,986,915
|
)
|
|
|
|
|||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
$
|
257,306,493
|
|
|
|
|
(1) |
In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option on March 9, 2021, 74,133 Founder Shares were forfeited and 769,617 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,394,617 Founder Shares outstanding at September 30, 2021.
|
Three Months
Ended September 30,
|
For The Period
from January 13,
2021 (Inception)
Through September 30,
|
|||||||
2021
|
2021
|
|||||||
General and administrative expenses
|
$ | 1,358,575 | $ | 3,358,552 | ||||
|
|
|
|
|||||
Loss from operations
|
|
(1,358,575
|
)
|
|
(3,358,552
|
)
|
||
Other (expenses) income:
|
||||||||
Changes in fair value of warrant liabilities
|
(298,788 | ) | 1,317,580 | |||||
Transaction costs incurred in connection with warrant liabilities
|
— | (609,973 | ) | |||||
Interest earned on
investments
|
3,292 | 16,294 | ||||||
|
|
|
|
|||||
Total other (expenses) income
|
(295,496 | ) | 723,901 | |||||
Net loss
|
$
|
(1,654,071
|
)
|
$
|
(2,634,651
|
)
|
||
|
|
|
|
|||||
Weighted average shares outstanding, Class A ordinary shares
|
25,578,466 | 20,266,015 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class A
|
$
|
(0.05
|
)
|
$
|
(0.10
|
)
|
||
|
|
|
|
|||||
Weighted average shares outstanding, Class B ordinary shares (1)
|
6,394,617 | 6,237,128 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class B
|
$
|
(0.05
|
)
|
$
|
(0.10
|
)
|
||
|
|
|
|
(1) |
In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 74,133 Founder Shares were forfeited and 769,617 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,394,617 Founder Shares outstanding at September 30, 2021. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. If forfeited, they have been excluded from the calculation of weighted average shares outstanding.
|
Class A
Ordinary Shares
|
Class B
Ordinary Shares
|
Additional
Paid-in
|
Accumulated
|
Total
Shareholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
Balance — January 13, 2021 (inception)
|
— |
$
|
—
|
— |
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (1)
|
— | — | 6,468,750 | 647 | 24,353 | — | 25,000 | |||||||||||||||||||||
Forfeiture of Founder Shares
|
— | — | (74,133 | ) | (8 | ) | — | — | (8 | ) | ||||||||||||||||||
Accretion for Class A ordinary shares to redemption amount
|
— | — | — | — | (24,353 | ) | (24,352,903 | ) | (24,377,256 | ) | ||||||||||||||||||
Net loss
|
— | — | — | — | — | (1,610,097 | ) | (1,610,097 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021
|
— |
$
|
— |
|
6,394,617
|
|
$
|
639
|
|
$
|
—
|
|
$
|
(25,963,000
|
)
|
$
|
(25,962,361
|
)
|
||||||||||
Net income
|
— | — | — | — | — | 629,517 | 629,517 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – June 30, 2021
|
— |
$
|
— |
|
6,394,617
|
|
$
|
639
|
|
$
|
—
|
|
$
|
(25,333,483
|
)
|
$
|
(25,332,844
|
)
|
||||||||||
Net income (loss)
|
— | — | — | — | — | (1,654,071 | ) | (1,654,071 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – September 30, 2021
|
— |
$
|
— |
|
6,394,617
|
|
$
|
639
|
|
$
|
—
|
|
$
|
(26,987,554
|
)
|
$
|
(26,986,915
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 74,133 Founder Shares were forfeited and 769,617 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,394,617 Founder Shares outstanding at September 30, 2021.
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$ | (2,634,651 | ) | |
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Formation cost paid by Sponsor in exchange for issuance of founder shares
|
5,000 | |||
Interest earned on
investments
|
(16,294 | ) | ||
Changes in fair value of warrant liabilities
|
(1,317,580 | ) | ||
Transaction costs incurred in connection with warrants
|
609,973 | |||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(932,073 | ) | ||
Accrued expense
|
2,759,946 | |||
|
|
|||
Net cash used in operating activities
|
(1,525,679
|
)
|
||
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment of cash into Trust Account
|
(255,784,660 | ) | ||
|
|
|||
Net cash used in investing activities
|
(255,784,660
|
)
|
||
|
|
|||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
250,668,967 | |||
Proceeds from sale of Private Placements Warrants
|
7,690,693 | |||
Repayment of promissory note—related party
|
(93,142 | ) | ||
Payment of offering costs
|
(382,713 | ) | ||
|
|
|||
Net cash provided by financing activities
|
257,883,805
|
|
||
|
|
|||
Net Change in Cash
|
573,466
|
|
||
Cash - Beginning of period
|
— | |||
|
|
|||
Cash - End of period
|
$
|
573,466
|
|
|
|
|
|||
Non-cash
investing and financing activities:
|
||||
|
|
|||
Offering costs paid by Sponsor in exchange for issuance of founder shares
|
$ | 20,000 | ||
|
|
|||
Offering costs paid through promissory note
|
$ | 93,142 | ||
|
|
|||
Initial classification of Class A ordinary shares subject to possible redemption
|
$ | 255,784,660 | ||
Deferred underwriting fee payable
|
$ | 8,952,463 | ||
|
|
Balance Sheet as of March 9, 2021 (audited)
|
As Previously
Reported
|
Adjustment
|
As Revised
|
|||||||||
Class A ordinary shares subject to possible redemption
|
$ | 224,433,096 | $ | 31,351,570 | $ | 255,784,660 | ||||||
Class A ordinary shares
|
$ | 314 | $ | (314 | ) | $ | — | |||||
Additional
paid-in
capital
|
$ | 6,998,347 | $ | (6,998,353 | ) | $ | — | |||||
Accumulated deficit
|
$ | (1,999,297 | ) | $ | (24,352,903 | ) | $ | (26,352,200 | ) | |||
Total Shareholders’ Equity (Deficit)
|
$ | 5,000,003 | $ | (31,351,570 | ) | $ | (26,351,567 | ) |
Gross proceeds
|
$ | 255,784,660 | ||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(10,423,226 | ) | ||
Class A ordinary shares issuance costs
|
(13,954,038 | ) | ||
Plus:
|
||||
Accretion of carrying value to redemption value
|
24,377,264 | |||
|
|
|||
Class A ordinary shares subject to possible redemption
|
$ | 255,784,660 | ||
|
|
Three Months Ended
September 30, 2021
|
Nine Months Ended
September 30, 2021
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net loss per ordinary share
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net loss, as adjusted
|
$ | (1,323,257 | ) | $ | (330,814 | ) | $ | (2,014,624 | ) | $ | (620,027 | ) | ||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
25,578,466 | 6,394,617 | 20,266,015 | 6,237,128 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net loss per ordinary share
|
$ | (0.05 | ) | $ | (0.05 | ) | $ | (0.10 | ) | $ | (0.10 | ) |
• |
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 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 20 trading days within
a30-tradingday
period ending three business days before the Company sends the notice of redemption to the warrant holders.
|
• |
in whole and not in part;
|
• |
at a price of $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 public share (as adjusted) for any 20 trading days within the30-tradingday period ending three trading days before the Company send the notice of redemption of the warrant holders; and
|
• |
if the closing price of the Class A ordinary shares for any 20 trading days within
a30-tradingday
period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Warrants—Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
|
Description
|
Level
|
September 30,
2021
|
||||||
Assets:
|
||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund
|
1 | $ | 255,800,954 | |||||
Liabilities:
|
||||||||
Warrant liability – Public Warrants
|
1 | $ | 7,673,540 | |||||
Warrant liability – Private Placement Warrants
|
3 | 9,122,799 |
March 9, 2021
(Initial Measurement)
|
September 30,
2021
|
|||||||||||
Input
|
Public
Warrants
|
Private
Warrants
|
Private
Warrants
|
|||||||||
Share Price
|
$ | 10.00 | $ | 9.59 | $ | 9.85 | ||||||
Exercise Price
|
$ | 11.50 | $ | 11.50 | $ | 11.50 | ||||||
Volatility
|
26.9 | % | 26.0 | % | 25.0 | % | ||||||
Term (years)
|
5.00 | 5.00 | 5.00 | |||||||||
Dividend Yield
|
0.00 | 0.00 | % | 0.00 | % | |||||||
Risk Free Rate
|
1.21 | % | 1.34 | % | 0.98 | % |
Private Placement(1)
|
Public
|
Warrant Liabilities
|
||||||||||
Fair value as of January 13, 2021 (inception)
|
$ | — | $ | — | $ | — | ||||||
Initial measurement on March 9, 2021
|
9,075,018 | 10,423,226 | 19,498,244 | |||||||||
Change in valuation inputs or other assumptions
|
(256,356 | ) | (255,785 | ) | (512,141 | ) | ||||||
Transfer to Level 1
|
— | (10,167,441 | ) | (10,167,441 | ) | |||||||
|
|
|
|
|
|
|||||||
Fair value as of March 31, 2021
|
8,818,662 | — | 8,818,662 | |||||||||
Change in valuation inputs or other assumptions
|
325,080 | — | 325,080 | |||||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021
|
$ | 9,143,742 | $ | — | $ | 9,143,742 | ||||||
Change in fair value
|
(20,943 | ) | (20,943 | ) | ||||||||
|
|
|
|
|
|
|||||||
Fair value as of September 30, 2021
|
$ | 9,122,799 | $ | — | $ | 9,122,799 | ||||||
|
|
|
|
|
|
(1) |
As a result of the difference in fair value of $1.77 per share of the Private Placement warrants and the purchase of $1.50 per share (see Note 6), the Company recorded a charge of $1.4 million as of the date of the Private Placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statement of operations.
|
* |
Filed herewith.
|
** |
Furnished herewith.
|
VPC IMPACT ACQUISITION HOLDINGS II
|
||||||
Date: November 12, 2021 | By: |
/s/ Gordon Watson
|
||||
Name: | Gordon Watson | |||||
Title: |
Co-Chief
Executive Officer
(Principal Executive Officer)
|
|||||
Date: November 12, 2021 | By: |
/s/ Carly Altieri
|
||||
Name: | Carly Altieri | |||||
Title: |
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
1 Year VPC Impact Acquisition H... Chart |
1 Month VPC Impact Acquisition H... Chart |
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