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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Peridot Acquisition Corp II | NYSE:PDOT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.18 | 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
|
98-1586920
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
2229 San Felipe Street,
Suite 1450 Houston, TX
|
77019
|
|
(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-fifth
of one redeemable warrant
|
PDOT.U
|
New York Stock Exchange
|
||
Class A ordinary shares included as part of the units
|
PDOT
|
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
|
PDOT WS
|
New York Stock Exchange
|
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 | ||||
20 | ||||
23 | ||||
23 | ||||
24 | ||||
24 | ||||
24 | ||||
25 | ||||
26 | ||||
26 | ||||
26 | ||||
27 | ||||
28 |
ASSETS
|
||||
Current assets
|
||||
Cash
|
$ | 433,796 | ||
Prepaid expenses
|
611,174 | |||
|
|
|||
Total current assets
|
1,044,970 | |||
Investments held in Trust Account
|
408,546,971 | |||
|
|
|||
TOTAL ASSETS
|
$
|
409,591,941
|
|
|
|
|
|||
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
||||
Current liabilities
|
||||
Accrued expenses
|
$ | 679,616 | ||
|
|
|||
Total current liabilities
|
676,616 | |||
Warrant liabilities
|
14,853,934 | |||
Deferred underwriting fee payable
|
14,295,917 | |||
|
|
|||
Total Liabilities
|
29,829,467 | |||
Commitments
|
||||
Class A ordinary shares subject to possible redemption 40,845,476 shares at $10.00 per share redemption value at September 30, 2021
|
408,454,760 | |||
Shareholders’ Deficit
|
||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
— | |||
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized
|
— | |||
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 10,211,369 shares issued and outstanding at September 30, 2021
|
1,021 | |||
Additional
paid-in
capital
|
— | |||
Accumulated Deficit
|
(28,693,307 | ) | ||
|
|
|||
Total Shareholders’ Deficit
|
(28,692,286 | ) | ||
|
|
|||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
$
|
409,591,941
|
|
|
|
|
Three Months
Ended
September 30,
|
For The Period
from January 8,
2021 (Inception)
Through
September 30,
|
|||||||
2021
|
2021
|
|||||||
General and administrative expenses
|
$ | 312,918 | $ | 1,071,594 | ||||
|
|
|
|
|||||
Loss from operations
|
|
(312,918
|
)
|
|
(1,071,594
|
)
|
||
Other income:
|
||||||||
Change in fair value of warrant liabilities
|
5,501,456 | 3,117,492 | ||||||
Transaction costs allocated to warrant liabilities
|
— | (465,914 | ) | |||||
Interest income – bank
|
12 | 26 | ||||||
Interest earned on investments held in Trust Account
|
43,088 | 92,211 | ||||||
|
|
|
|
|||||
Total other income, net
|
5,544,556 | 2,743,815 | ||||||
|
|
|
|
|||||
Net income
|
$
|
5,231,638
|
|
$
|
1,672,221
|
|
||
|
|
|
|
|||||
Weighted average shares outstanding of Class A ordinary shares
|
40,845,476 | 31,179,467 | ||||||
|
|
|
|
|||||
Basic and diluted net income per share, Class A ordinary shares
|
$
|
0.10
|
|
$
|
0.04
|
|
||
|
|
|
|
|||||
Weighted average shares outstanding of Class B ordinary shares
|
10,211,369 | 9,900,527 | ||||||
|
|
|
|
|||||
Basic and diluted net income per share, Class B ordinary shares
|
$
|
0.10
|
|
$
|
0.04
|
|
||
|
|
|
|
Class A
Ordinary Shares
|
Class B
Ordinary Shares
|
Additional
Paid-in
|
Accumulated
|
Total
Shareholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
Balance — January 8, 2021 (inception)
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||||||
Issuance of Class B ordinary shares to Sponsor
|
|
—
|
|
|
—
|
|
10,350,000 | 1,035 | 23,965 |
|
—
|
|
25,000 | |||||||||||||||
Cash paid in excess of fair value of Private placement warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
203,382 |
|
—
|
|
203,382 | |||||||||||
Accretion for Class A ordinary shares to redemption amount
|
— | — | — | — | (227,361 | ) | (30,365,528 | ) | (30,592,889 | ) | ||||||||||||||||||
Forfeiture of Founder Shares
|
|
—
|
|
|
—
|
|
(138,631 | ) | (14 | ) | 14 |
|
—
|
|
|
—
|
|
|||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
3,281,083 | 3,281,083 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021 (unaudited)
|
|
—
|
|
|
—
|
|
|
10,211,369
|
|
|
1,021
|
|
|
—
|
|
|
(27,084,445
|
)
|
|
(27,083,424
|
)
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(6,840,500 | ) | (6,840,500 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – June 30, 2021 (unaudited)
|
|
—
|
|
|
—
|
|
|
10,211,369
|
|
|
1,021
|
|
|
—
|
|
|
(33,924,945
|
)
|
|
(33,923,924
|
)
|
|||||||
Net income
|
— | — | — | — | — | 5,231,638 | 5,231,638 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – September 30, 2021 (unaudited)
|
|
—
|
|
$
|
—
|
|
|
10,211,369
|
|
$
|
1,021
|
|
$
|
—
|
|
$
|
(28,693,307
|
)
|
$
|
(28,692,286
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net income
|
$ | 1,672,221 | ||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Formation costs paid by sponsor
|
5,000 | |||
Interest earned on investments held in Trust Account
|
(92,211 | ) | ||
Change in fair value of warrant liabilities
|
(3,117,492 | ) | ||
Transaction costs allocated to warrant liabilities
|
465,914 | |||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(611,174 | ) | ||
Accrued expenses
|
679,616 | |||
|
|
|||
Net cash used in operating activities
|
|
(998,126
|
)
|
|
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(408,454,760 | ) | ||
|
|
|||
Net cash used in investing activities
|
|
(408,454,760
|
)
|
|
|
|
|||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
400,285,665 | |||
Proceeds from sale of Private Placement Warrants
|
10,169,095 | |||
Proceeds from promissory note – related party
|
29,878 | |||
Repayment of promissory note – related party
|
(140,368 | ) | ||
Payment of offering costs
|
(457,588 | ) | ||
|
|
|||
Net cash provided by financing activities
|
|
409,886,682
|
|
|
|
|
|||
Net Change in Cash
|
|
433,796
|
|
|
Cash – Beginning of period
|
— | |||
|
|
|||
Cash – End of period
|
$
|
433,796
|
|
|
|
|
|||
Non-Cash
investing and financing activities:
|
||||
Offering costs paid by Sponsor in exchange for the issuance of founder shares
|
$ | 20,000 | ||
|
|
|||
Offering costs paid through promissory note
|
$ | 110,490 | ||
|
|
|||
Deferred underwriting fee payable
|
$ | 14,295,917 | ||
|
|
|
|
|
Forfeiture of founder shares
|
$ | (14 | ) | |
|
|
Balance Sheet as of March 11, 2021 (audited)
|
As Previously
Reported
|
Adjustment
|
As Revised
|
|||||||||
Class A ordinary shares subject to possible redemption
|
$ | 327,759,920 | $ | 32,240,080 | $ | 360,000,000 | ||||||
Class A ordinary shares
|
$ | 322 | $ | (322 | ) | $ | — | |||||
Additional
paid-in
capital
|
$ | 5,417,325 | $ | (5,417,325 | ) | $ | — | |||||
Accumulated deficit
|
$ | (418,679 | ) | $ | (26,822,433 | ) | $ | (27,241,112 | ) | |||
Total Shareholders’ Equity (Deficit)
|
$ | 5,000,003 | $ | (32,240,080 | ) | $ | (27,240,077 | ) | ||||
Number of shares subject to redemption
|
32,775,992 | 3,224,008 | 36,000,000 |
Gross proceeds
|
$ | 408,454,760 | ||
Less:
|
||||
Proceeds allocated to Public Warrants
|
$ | (8,005,713 | ) | |
Class A ordinary shares issuance costs
|
$ | (22,587,176 | ) | |
Plus:
|
||||
Accretion of carrying value to redemption value
|
$ | 30,592,889 | ||
|
|
|||
Class A ordinary shares subject to possible redemption
|
$ | 408,454,760 | ||
|
|
Three Months Ended
September 30, 2021
|
For the Period from
January 15,
2021 (inception) through
September 30, 2021
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income per ordinary share
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income, as adjusted
|
$ | 4,156,173 | $ | 1,039,043 | $ | 1,241,562 | $ | 394,237 | ||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
40,845,476 | 10,211,369 | 31,179,467 | 9,900,527 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income per ordinary share
|
$ | 0.10 | $ | 0.10 | $ | 0.04 | $ | 0.04 |
• |
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 share
sub-divisions,
share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a
30-trading
day period ending three trading days before 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 share
sub-divisions,
share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a
30-trading
day period ending three trading days before the Company sends 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 for share
sub-divisions,
share dividends, reorganizations, recapitalizations and the like), 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 | $ | 408,546,971 | |||||
Liabilities:
|
||||||||
September 30, 2021 – Public Warrants
|
1 | 6,616,967 | ||||||
September 30, 2021 – Private Placement Warrants
|
2 | 8,236,967 |
Public
|
Private
Placement
|
Warrant Liabilities
|
||||||||||
Fair value as of Inception
|
$ | — | $ | — | $ | — | ||||||
Initial measurement on March 11, 2021
|
8,005,713 | 9,965,713 | 17,971,426 | |||||||||
Change in valuation inputs or other assumptions
|
(1,715,510 | ) | (2,135,510 | ) | (3,851,020 | ) | ||||||
|
|
|
|
|
|
|||||||
Fair value as of March 31, 2021
|
$ | 6,290,203 | $ | 7,830,203 | $ | 14,120,406 | ||||||
Change in valuation inputs or other assumptions
|
2,777,492 | 2,457,492 | 6,234,984 | |||||||||
Transfer to Level 1
|
(9,067,695 | ) | — | (9,067,695 | ) | |||||||
Transfer to Level 2
|
— | (11,287,695 | ) | (11,287,695 | ) | |||||||
Fair value as of June 30, 2021
|
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Fair value as of September 30, 2021
|
— | — | — | |||||||||
|
|
|
|
|
|
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.
|
No.
|
Description of Exhibit
|
|
31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS* | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 |
The cover page for the Company’s Quarterly Report on Form
10-Q
has been formatted in Inline XBRL and contained in Exhibit 101
|
* |
Filed herewith.
|
** |
Furnished.
|
PERIDOT ACQUISITION CORP. II
|
||||||
Date: November 15, 2021 |
/s/ Preston Powell
|
|||||
Name: | Preston Powell | |||||
Title: |
Chief Executive Officer
(Principal Executive Officer)
|
|||||
Date: November 15, 2021 |
/s/ Stephen Wedemeyer
|
|||||
Name: | Stephen Wedemeyer | |||||
Title: |
Chief Financial Officer
(Principal Financial Officer and Accounting Officer)
|
1 Year Peridot Acquisition Corp... Chart |
1 Month Peridot Acquisition Corp... Chart |
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