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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Juniper II Corp | NYSE:JUN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.59 | 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 |
Delaware |
84-1434822 | |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) | |
3790 El Camino Real #818 Palo Alto, California |
94306 | |
(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 share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant |
JUN.U |
The New York Stock Exchange | ||
Shares of Class A common stock included as part of the units |
JUN |
The New York Stock Exchange | ||
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
JUN WS |
The New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
March 31, 2022 |
December 31, 2021 |
|||||||
(Unaudited) |
||||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | 1,327,438 | $ | 1,804,832 | ||||
Prepaid expenses |
434,209 | 446,283 | ||||||
Total current assets |
1,761,647 | 2,251,115 | ||||||
Prepaid expenses—long-term |
248,498 | 354,748 | ||||||
Investments held in Trust Account |
304,989,858 | 304,983,967 | ||||||
Total Assets |
$ |
307,000,003 |
$ |
307,589,830 |
||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 160,639 | $ | 437,222 | ||||
Accrued expenses |
167,189 | 133,213 | ||||||
Franchise tax payable |
230,822 | 181,457 | ||||||
Total current liabilities |
558,650 | 751,892 | ||||||
Derivative warrant liabilities |
12,263,100 | 23,778,500 | ||||||
Deferred underwriting commissions |
10,465,000 | 10,465,000 | ||||||
Total Liabilities |
23,286,750 | 34,995,392 | ||||||
Commitments and Contingencies |
||||||||
Class A common stock subject to possible redemption, $0.0001 par value; 29,900,000 s hares at $10.20 per share redemption value at March 31, 2022 and December 31, 2021 |
304,980,000 | 304,980,000 | ||||||
Stockholders’ Deficit: |
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at March 31, 2022 and December 31, 2021 |
— | — | ||||||
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding at March 31, 2022 and December 31, 2021 |
— | — | ||||||
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 7,475,000 shares issued and outstanding at March 31, 2022 and December 31, 2021 |
748 | 748 | ||||||
Additional paid-in capital |
— | — | ||||||
Accumulated deficit |
(21,267,495 | ) | (32,386,310 | ) | ||||
Total stockholders’ deficit |
(21,266,747 | ) | (32,385,562 | ) | ||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
307,000,003 |
$ |
307,589,830 |
||||
For the three months ended March 31, |
||||||||
2022 |
2021 |
|||||||
(Unaudited) |
||||||||
General and administrative expenses |
$ | 323,111 | $ | 1,882 | ||||
General and administrative expenses—related party |
30,000 | — | ||||||
Franchise tax expenses |
49,365 | 48,817 | ||||||
Loss from operations |
(402,476 | ) | (50,699 | ) | ||||
Other income: |
||||||||
Change in fair value of derivative warrant liabilities |
11,515,400 | — | ||||||
Income from investments held in Trust Account |
5,891 | — | ||||||
Total other income |
11,521,291 | — | ||||||
Net income (loss) |
$ |
11,118,815 |
$ |
(50,699 |
) | |||
Weighted average shares outstanding of Class A common stock, basic and diluted |
29,900,000 | — | ||||||
Basic and diluted net income (loss) per share, Class A common stock |
$ | 0.30 | $ | — | ||||
Weighted average shares outstanding of Class B common stock, basic and diluted (1)(2) |
7,475,000 | 5,625,000 | ||||||
Basic and diluted net income (loss) per share, Class B common stock |
$ | 0.30 | $ | (0.01 | ) | |||
(1) |
This number excludes an aggregate of up to 843,750 shares of Class B common stock subject to forfeiture to the extent that the over-allotment option was not exercised in full or in part by the underwriters. The underwriters exercised their over-allotment option in full on November 8, 2021 ; thus, these 975,000 shares were no longer subject to forfeiture. |
(2) |
On July 12, 2021, the Sponsor effected a surrender of 5,031,250 shares of Class B common stock to the Company for no consideration, which the Company canceled, resulting in a decrease in the total number of shares of Class B common stock outstanding from 11,500,000 to 6,468,750. All shares and associated amounts have been retroactively restated to reflect the share surrender. |
Common Stock |
Total |
|||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-In |
Accumulated |
Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance—December 31, 2021 |
— |
$ |
— |
7,475,000 | $ |
748 |
$ |
— |
$ |
(32,386,310 |
) |
$ |
(32,385,562 |
) | ||||||||||||||
Net income |
— | — | — | — | — | 11,118,815 | 11,118,815 | |||||||||||||||||||||
Balance—March 31, 2022 (Unaudited) |
— |
$ |
— |
7,475,000 | $ |
748 |
$ |
— |
$ |
(21,267,495 |
) |
$ |
(21,266,747 |
) | ||||||||||||||
Common Stock |
Total |
|||||||||||||||||||||||||||
Class A |
Class B (1)(2) |
Additional Paid-In |
Accumulated |
Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance—December 31, 2020 |
— | $ |
— |
— | $ |
— |
$ |
— |
$ |
— |
$ |
— |
||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | 6,468,750 | 647 | 24,353 | — | 25,000 | |||||||||||||||||||||
Net loss |
— | — | — | — | — | (50,699 | ) | (50,699 | ) | |||||||||||||||||||
Balance—March 31, 2021 |
— |
$ |
— |
6,468,750 | $ |
647 |
$ |
24,353 |
$ |
(50,699 |
) |
$ |
(25,699 |
) | ||||||||||||||
(1) |
This number includes up to 843,750 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. The underwriters exercised their over-allotment option in full on November 8, 2021; thus, these 975,000 shares were no longer subject to forfeiture. |
(2) |
On July 12, 2021, the Sponsor effected a surrender of 5,031,250 shares of Class B common stock to the Company for no consideration, which the Company canceled, resulting in a decrease in the total number of shares of Class B common stock outstanding from 11,500,000 to 6,468,750. All shares and associated amounts have been retroactively restated to reflect the share surrender. |
For the three months ended March 31, |
||||||||
2022 |
2021 |
|||||||
(Unaudited) |
||||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | 11,118,815 | $ | (50,699 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Change in fair value of derivative warrant liabilities |
(11,515,400 | ) | — | |||||
Income from investments held in Trust Account |
(5,891 | ) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
12,074 | — | ||||||
Prepaid expenses—long-term |
106,250 | — | ||||||
Accounts payable |
155,642 | 1,882 | ||||||
Accrued expenses |
33,976 | — | ||||||
Franchise tax payable |
49,365 | 48,817 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(45,169 | ) | — | |||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from advances from related parties |
— | 12,244,717 | ||||||
Offering costs paid |
(432,225 | ) | (134,115 | ) | ||||
|
|
|
|
|||||
Net cash provided by (used in) financing activities |
(432,225 | ) | 12,110,602 | |||||
|
|
|
|
|||||
Net change in cash |
(477,394 | ) | 12,110,602 | |||||
Cash—beginning of the period |
1,804,832 | — | ||||||
|
|
|
|
|||||
Cash—end of the period |
$ |
1,327,438 |
$ |
12,110,602 |
||||
|
|
|
|
|||||
Supplemental disclosure of noncash investing and financing activities: |
||||||||
Offering costs paid by Sponsor in exchange for issuance of Class B common stock |
$ | — | $ | 25,000 | ||||
|
|
|
|
|||||
Offering costs included in accounts payable |
$ | 89,200 | $ | 12,000 | ||||
|
|
|
|
|||||
Offering costs included in accrued expenses |
$ | 15,000 | $ | 225,481 | ||||
|
|
|
|
• | Level 1, defined as observable inputs such as quoted prices 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. |
For the three months ended March 31, |
||||||||||||
2022 |
2021 |
|||||||||||
Class A |
Class B |
Class B |
||||||||||
Basic and diluted net loss per common share: |
||||||||||||
Numerator: |
||||||||||||
Allocation of net loss |
$ | 8,895,052 | $ | 2,223,763 | $ | (50,699 | ) | |||||
Denominator: |
||||||||||||
Basic and diluted weighted average common shares outstanding |
29,900,000 | 7,475,000 | 5,625,000 | |||||||||
Basic and diluted net loss per common share |
$ | 0.30 | $ | 0.30 | $ | (0.01 | ) | |||||
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and |
• | if, and only if, the last reported sales price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) 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; and |
• | if, and only if, the closing price of Class A common stock 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; |
Gross proceeds |
$ | 299,000,000 | ||
Less: |
||||
Proceeds allocated to Public Warrants |
(9,269,000 | ) | ||
Class A shares issuance costs |
(16,729,831 | ) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
31,978,831 | |||
Class A common stock subject to possible redemption |
$ |
304,980,000 |
||
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 Accounts |
$ | 304,989,858 | $ | — | $ | — | ||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities—Public Warrants |
$ | 6,129,500 | $ | — | $ | — | ||||||
Derivative warrant liabilities—Private Warrants |
$ | — | $ | — | $ | 6,133,600 |
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 Accounts |
$ | 304,983,967 | $ | — | $ | — | ||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities—Public Warrants |
$ | 11,810,500 | $ | — | $ | — | ||||||
Derivative warrant liabilities—Private Warrants |
$ | — | $ | — | $ | 11,968,000 |
As of March 31, 2022 |
||||
Exercise price |
$ | 11.50 | ||
Stock price |
$ | 9.95 | ||
Volatility |
6.5% | |||
Risk-free rate |
2.43% | |||
Dividend yield |
0.0% |
Derivative warrant liabilities at December 31, 2021 |
$ | 11,968,000 | ||
Change in fair value of derivative warrant liabilities |
(5,834,400 | ) | ||
Derivative warrant liabilities at March 31, 2022 |
$ | 6,133,600 | ||
* | Filed herewith. |
** | Furnished. |
JUNIPER II CORP. | ||||||
Date: May 16, 2022 |
By: | /s/ Murray Grainger | ||||
Murray Grainger | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Date: May 16, 2022 | By: | /s/ Noah Kindler | ||||
Noah Kindler | ||||||
Chief Financial Officer and Chief Technology Officer | ||||||
(Principal Accounting and Financial Officer) |
1 Year Juniper II Chart |
1 Month Juniper II Chart |
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