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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cerberus Telecom Acquisition Corp | NYSE:CTAC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.81 | 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
|
001-39647
|
98-1556740
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification Number)
|
875 Third Avenue
New York, New York
|
10022
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class:
|
Trading
Symbol: |
Name of Each Exchange
on Which Registered: |
||
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one third of one redeemable warrant
|
CTAC.U
|
The New York Stock Exchange
|
||
Class A Ordinary Shares included as part of the units
|
CTAC
|
The New York Stock Exchange
|
||
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
|
CTAC WS
|
The New York Stock Exchange
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Item 1.
|
Condensed Financial Statements
|
June 30, 2021
|
December 31, 2020
|
|||||||
(unaudited)
|
||||||||
Assets:
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 690,065 | $ | 1,936,020 | ||||
Prepaid expenses
|
523,795 | 725,671 | ||||||
|
|
|
|
|||||
Total current assets
|
1,213,860 | 2,661,691 | ||||||
Investments held in Trust Account
|
259,186,362 | 259,173,294 | ||||||
|
|
|
|
|||||
Total Assets
|
$ | 260,400,222 | $ | 261,834,985 | ||||
|
|
|
|
|||||
Liabilities and Shareholders’ Equity:
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
157,088 | 67,232 | ||||||
Due to related party
|
771,968 | 167,405 | ||||||
Accrued expenses
|
4,646,702 | 724,099 | ||||||
|
|
|
|
|||||
Total current liabilities
|
5,575,758 | 958,736 | ||||||
Deferred underwriting commissions
|
9,070,915 | 9,070,915 | ||||||
Warrant liability
|
14,704,375 | 12,030,850 | ||||||
|
|
|
|
|||||
Total liabilities
|
29,351,048 | 22,060,501 | ||||||
|
|
|
|
|||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares, $0.0001 par value; 22,604,917 and 23,477,448 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively
|
226,049,170 | 234,774,480 | ||||||
Shareholders’ Equity:
|
||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020
|
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,130,321 and 3,257,790 shares issued and outstanding (excluding 22,604,917 and 23,477,448 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively
|
414 | 326 | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,479,225 shares issued and outstanding as of June 30, 2021 and December 31, 2020
|
648 | 648 | ||||||
Additional paid-in capital
|
18,618,247 | 9,893,025 | ||||||
Accumulated deficit
|
(13,619,305 | ) | (4,893,995 | ) | ||||
|
|
|
|
|||||
Total
S
hareholders’ equity
|
5,000,004 | 5,000,004 | ||||||
|
|
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$ | 260,400,222 | $ | 261,834,985 | ||||
|
|
|
|
Three Months Ended
June 30, 2021 |
Six Months Ended
June 30, 2021 |
|||||||
General and administrative expenses
|
$ | 3,176,951 | $ | 5,477,840 | ||||
General and administrative expenses – related party
|
151,951 | 587,013 | ||||||
|
|
|
|
|||||
Loss from operations
|
(3,328,902 | ) | (6,064,853 | ) | ||||
Other (expense) income:
|
||||||||
Change in fair value of warrants
|
(5,347,045 | ) | (2,673,525 | ) | ||||
Interest income from investments held in Trust Account
|
6,498 | 13,068 | ||||||
|
|
|
|
|||||
Net income (loss)
|
$ | (8,669,449 | ) | $ | (8,725,310 | ) | ||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
26,735,238 | 26,735,238 | ||||||
Basic and diluted net income per ordinary share, Class A ordinary shares
|
$ | — | $ | — | ||||
Basic and diluted weighted average shares outstanding of Class B ordinary shares
|
6,479,225 | 6,479,225 | ||||||
Basic and diluted net loss per ordinary share, Class B ordinary shares
|
$ | (1.34 | ) | $ | (1.35 | ) |
Ordinary Shares
|
Additional Paid-in
Capital
|
Accumulated
Deficit
|
Total
Shareholder’s
Equity
|
|||||||||||||||||||||||||
Class A
|
Class B
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance – January 1, 2021
|
|
3,257,790
|
|
$
|
326
|
|
|
6,479,225
|
|
$
|
648
|
|
$
|
9,893,025
|
|
$
|
(4,893,995
|
)
|
$
|
5,000,004
|
|
|||||||
Change in Class
A ordinary shares subject to redemption
|
5,586 | 1 | — | — | 55,859 | — | 55,860 | |||||||||||||||||||||
Net loss
|
— | — | — | — | — | (55,861 | ) | (55,861 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance
-
March 31, 2021
|
|
3,263,376
|
|
$
|
327
|
|
|
6,479,225
|
|
$
|
648
|
|
$
|
9,948,884
|
|
$
|
(4,949,856
|
)
|
$
|
5,000,003
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Change in Class A
ordinary shares subject to redemption
|
866,945 | 87 | — | — | 8,669,363 | — | 8,639,450 | |||||||||||||||||||||
Net loss
|
— | — | — | — | — | (8,669,449 | ) | (8,669,449 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – June 30, 2021 (unaudited)
|
|
4,130,321
|
|
$
|
414
|
|
|
6,479,225
|
|
$
|
648
|
|
$
|
18,618,247
|
|
$
|
(13,619,305
|
)
|
$
|
5,000,004
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$ | (8,725,310 | ) | |||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Increase
|
2,673,525 | |||||||
Interest income from investments held in Trust Account
|
(13,068 | ) | ||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
201,874 | |||||||
Accounts payable
|
89,857 | |||||||
Due to related party
|
604,563 | |||||||
Accrued expenses
|
3,922,604 | |||||||
|
|
|||||||
Net cash used in operating activities
|
(1,245,955 | ) | ||||||
|
|
|||||||
Net change in cash
|
(1,245,955 | ) | ||||||
Cash – beginning of the period
|
1,936,020 | |||||||
|
|
|||||||
Cash –
end
of the period
|
$ | 690,065 | ||||||
|
|
|||||||
Supplemental disclosure of
non-cash
investing and financing activities
|
||||||||
Change in value of Class A ordinary shares subject to possible redemption
|
$ | (8,725,310 | ) | |||||
|
|
|
|
June 30, 2021
|
Quoted Prices in
Active Markets (Level 1) |
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
|||||||||||||
Description
|
||||||||||||||||
Assets:
|
||||||||||||||||
Investments held in Trust Account - U.S. Treasury Securities
|
$ | 259,186,362 | $ | 259,186,362 | $ | — | $ | — | ||||||||
Liabilities:
|
||||||||||||||||
Warrant Liability - Public Warrants
|
$ | 14,254,292 | $ | 14,254,292 | $ | — | $ | — | ||||||||
Warrant Liability - Private Placement
|
$ | 450,083 | $ | — | $ | 450,083 | $ | — |
• |
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; and
|
• |
if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) 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.
|
• |
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 based on the agreed redemption date and the “fair market value” of the Company’s Class A ordinary shares;
|
• |
if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and
|
• |
if the closing 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 is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits.
|
* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
|
CERBERUS TELECOM ACQUISITION CORPORATION
|
||
/s/ Timothy M. Donahue
|
||
Name: | Timothy M. Donahue | |
Title: |
Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ Jeffrey L. Lomasky
|
||
Name: | Jeffrey L. Lomasky | |
Title: |
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
1 Year Cerberus Telecom Acquisi... Chart |
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