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Share Name | Share Symbol | Market | Type |
---|---|---|---|
HIG Acquisition Corp | NYSE:HIGA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.04 | 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
|
001-39639
|
98-1556204
|
||
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(IRS Employer
Identification No.)
|
1450 Brickell Avenue, 31st Floor
|
||
Miami, FL
|
33131
|
|
(Address Of Principal Executive Offices)
|
(Zip Code)
|
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-third
of one redeemable warrant
|
HIGA.U
|
New York Stock Exchange
|
||
Class A ordinary shares included as part of the units
|
HIGA
|
New York Stock Exchange
|
||
Redeemable warrants included as part of the units
|
HIGA WS
|
New York Stock Exchange
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Item 1.
|
Financial Statements
|
June 30, 2021
|
December 31, 2020
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 4,461 | $ | 30,103 | ||||
Prepaid expenses
|
758,246 | 1,096,949 | ||||||
|
|
|
|
|||||
Total current assets
|
762,707 | 1,127,052 | ||||||
Investments held in Trust Account
|
363,969,337 | 363,951,287 | ||||||
|
|
|
|
|||||
Total assets
|
$
|
364,732,044
|
|
$
|
365,078,339
|
|
||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Liabilities
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 1,421,593 | $ | 58,206 | ||||
Accrued expenses
|
245,250 | 98,579 | ||||||
Due to related party
|
21,683 | — | ||||||
|
|
|
|
|||||
Total current liabilities
|
1,688,526 | 156,785 | ||||||
Deferred underwriting commissions
|
12,738,075 | 12,738,075 | ||||||
Derivative warrant liabilities
|
20,881,870 | 23,995,840 | ||||||
|
|
|
|
|||||
Total liabilities
|
35,308,471 | 36,890,700 | ||||||
Commitments and Contingencies (Note 5)
|
||||||||
Class A ordinary shares subject to possible redemption, 32,442,357 and 32,318,763 shares at redemption value of $10.00 per share as of June 30, 2021 and December 31, 2020, respectively
|
324,423,570 | 323,187,630 | ||||||
Shareholders’ Equity
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2021 and December 31, 2020
|
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 950,000,000 shares authorized; 3,952,143 and 4,075,737 shares issued and outstanding (excluding 32,442,357 and 32,318,763 shares subject to possible redemption) at June 30, 2021 and December 31, 2020
|
395 | 408 | ||||||
Class B ordinary shares, $0.0001 par value; 95,000,000 shares authorized; 9,098,625 shares issued and outstanding at June 30, 2021 and December 31, 2020
|
910 | 910 | ||||||
Additional
paid-in
capital
|
13,405,320 | 14,641,247 | ||||||
Accumulated deficit
|
(8,406,622 | ) | (9,642,556 | ) | ||||
|
|
|
|
|||||
Total shareholders’ equity
|
5,000,003 | 5,000,009 | ||||||
|
|
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
364,732,044
|
|
$
|
365,078,339
|
|
||
|
|
|
|
Three Months
ended June 30, 2021 |
Six Months
ended June 30, 2021 |
|||||||
General and administrative expenses
|
$ | 549,830 | $ | 1,836,085 | ||||
Administrative expenses - related party
|
30,000 | 60,000 | ||||||
|
|
|
|
|||||
Loss from operations
|
|
(579,830
|
)
|
|
(1,896,085
|
)
|
||
Change in fair value of derivative warrant liabilities
|
(1,648,560 | ) | 3,113,970 | |||||
Net gain from investments held in Trust Account
|
9,075 | 18,049 | ||||||
|
|
|
|
|||||
Net Income (Loss)
|
$
|
(2,219,315
|
)
|
$
|
1,235,934
|
|
||
|
|
|
|
|||||
Weighted average shares outstanding of Class A redeemable ordinary shares
|
|
36,394,500
|
|
|
36,394,500
|
|
||
|
|
|
|
|||||
Basic and diluted net
income
(loss) per share, Class A
|
$
|
0.00
|
|
$
|
0.00
|
|
||
|
|
|
|
|||||
Weighted average shares outstanding of Class B
non-redeemable
ordinary shares
|
|
9,098,625
|
|
|
9,098,625
|
|
||
|
|
|
|
|||||
Basic and diluted net (loss) income per share, Class B ordinary shares
|
$
|
(0.24
|
)
|
$
|
0.13
|
|
||
|
|
|
|
Ordinary Shares
|
Additional
Paid-in
Capital |
Total
Shareholders’ Equity |
||||||||||||||||||||||||||
Class A
|
Class B
|
Accumulated
Deficit |
||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance - January 1, 202
1
|
|
4,075,737
|
|
$
|
408
|
|
|
9,098,625
|
|
$
|
910
|
|
$
|
14,641,248
|
|
$
|
(9,642,556
|
)
|
$
|
5,000,009
|
|
|||||||
Change in value of Class A ordinary shares subject to possible redemption
|
(345,525 | ) | (35 | ) | — | — | (3,455,216 | ) | — | (3,455,250 | ) | |||||||||||||||||
Net Income
|
— | — | — | — | 3,455,249 | 3,455,249 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - March 31, 2021 (unaudited)
|
|
3,730,212
|
|
$
|
375
|
|
|
9,098,625
|
|
$
|
910
|
|
$
|
11,186,032
|
|
$
|
(6,187,307
|
)
|
$
|
5,000,008
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Change in Class A shares subject to possible redemption
|
221,931 | 22 | — | — | 2,219,288 | — | 2,219,310 | |||||||||||||||||||||
Net Income
|
— | — | — | — | — | (2,219,315 | ) | (2,219,315 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - June 30, 2021 (unaudited)
|
|
3,952,143
|
$
|
395
|
|
|
9,098,625
|
|
$
|
910
|
|
$
|
13,405,320
|
|
$
|
(8,406,622
|
)
|
$
|
5,000,003
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net income
|
$ | 1,235,934 | ||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Net gain from investments held in Trust Account
|
(18,049 | ) | ||
Change in fair value of derivative warrant liabilities
|
(3,113,970 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
338,702 | |||
Accounts payable
|
1,363,387 | |||
Accrued expenses
|
146,671 | |||
Due to related party
|
21,683 | |||
|
|
|||
Net cash used in operating activities and net decrease in cash
|
(25,642 | ) | ||
Cash - beginning of the period
|
30,103 | |||
Cash - end of the period
|
$
|
4,461
|
|
|
|
|
|||
Supplemental disclosure of noncash investing and financing activities:
|
||||
Change in value of Class A ordinary shares subject to possible redemption
|
$ | 1,235,940 | ||
|
|
• |
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; 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 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 the Company sends the notice of redemption to the warrant holders; and
|
• |
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.
|
Description
|
Quoted Prices in Active
Markets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant Other
Unobservable Inputs (Level 3) |
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account
|
$ | 363,969,337 | $ | — | $ | — | ||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities - Public
|
$ | 13,829,910 | $ | — | $ | — | ||||||
Derivative warrant liabilities - Private
|
$ | — | $ | 7,051,960 | $ | — |
Description
|
Quoted Prices in Active
Markets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant Other
Unobservable Inputs (Level 3) |
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account
|
$ | 363,951,287 | $ | — | $ | — | ||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities - Public
|
$ | 15,892,270 | $ | — | $ | — | ||||||
Derivative warrant liabilities - Private
|
$ | — | $ | 8,103,570 | $ | — |
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
|
• |
We have implemented procedures intended to ensure that we identify and apply the applicable accounting guidance to all complex transactions.
|
• |
We are establishing additional monitoring and oversight controls designed to ensure the accuracy and completeness of our consolidated financial statements and related disclosures.
|
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.
|
Dated: August 16, 2021 |
H.I.G. ACQUISITION CORP.
|
|||||
By: |
/s/ Timur Akazhanov
|
|||||
Name: | Timur Akazhanov | |||||
Title: | Chief Financial Officer |
1 Year HIG Acquisition Chart |
1 Month HIG Acquisition Chart |
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