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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rocket Internet Growth Opportunities Corp | NYSE:RKTA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.19 | 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 |
||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
Boundary Hall Cricket Square Grand Cayman |
KY1-1102 | |
(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-fourth of one redeemable warrant |
RKTAU |
The New York Stock Exchange | ||
Class A ordinary shares, par value $0.0001 par value |
RKTA |
The New York Stock Exchange | ||
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
RKTAW |
The New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page |
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1 | ||||
1 | ||||
1 | ||||
2 | ||||
3 | ||||
6 | ||||
19 | ||||
24 | ||||
24 | ||||
25 | ||||
25 | ||||
25 | ||||
25 | ||||
25 | ||||
25 | ||||
25 | ||||
26 | ||||
27 |
ITEM 1. |
FINANCIAL STATEMENTS. |
March 31, 2022 |
December 31, 2021 |
|||||||
(Unaudited) |
||||||||
ASSETS: |
||||||||
Cash |
$ | 800,998 | $ | 904,957 | ||||
Prepaid expense |
260,502 | 270,569 | ||||||
Total current assets |
1,061,500 | 1,175,526 | ||||||
Other Assets |
— | 59,835 | ||||||
Investments held in Trust Account |
267,035,268 | 267,013,476 | ||||||
TOTAL ASSETS |
$ | 268,096,768 | $ | 268,248,837 | ||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT |
||||||||
Accrued expenses |
$ | 451,845 | $ | 381,140 | ||||
Total current liabilities |
451,845 | 381,140 | ||||||
Deferred underwriting fee |
9,345,000 | 9,345,000 | ||||||
Warrant liabilities |
4,426,876 | 8,848,042 | ||||||
Total Liabilities |
14,223,721 | 18,574,182 | ||||||
Commitments Contingencies |
||||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 26,700,000 shares and 26,700,000 shares at March 31, 2022 and December 31, 2021, respectively (at redemption value of $10.00 per share) |
267,035,268 | 267,013,476 | ||||||
Shareholders’ Deficit: |
||||||||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding |
— | |||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 26,700,000 shares subject to possible redemption) |
— | |||||||
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 6,675,000 and 6,675,000 shares issued and outstanding at March 31, 2022 and December 31, 2021 |
668 | 668 | ||||||
Additional paid-in capital |
— | — | ||||||
Accumulated deficit |
(13,162,889 | ) | (17,339,489 | ) | ||||
Total Shareholders’ Deficit |
(13,162,221 | ) | (17,338,821 | ) | ||||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT |
$ | 268,096,768 | $ | 268,248,837 | ||||
For the three months ended March 31, 2022 |
For the period from January 27, 2021 (inception) through March 31, 2021 |
|||||||
Formation and Operating Costs |
$ | 244,565 | $ | 34,164 | ||||
Loss from operations |
(244,565 | ) | (34,164 | ) | ||||
Other Income (expense): |
||||||||
Interest earned on cash and marketable securities held in Trust Account |
21,792 | 253 | ||||||
Transaction costs allocable to warrants |
— | (561,706 | ) | |||||
Unrealized gain (loss) on FV changes of warrants |
4,421,166 | (252,583 | ) | |||||
Total other income (expense) |
4,442,958 | (814,036 | ) | |||||
Net income (loss) |
$ | 4,198,392 | $ | (848,200 | ) | |||
Weighted average shares outstanding, Redeemable Class A ordinary shares |
26,700,000 | 2,760,938 | ||||||
Basic and diluted net income (loss) per ordinary share, Redeemable Class A ordinary shares |
$ | 0.13 | $ | (0.10 | ) | |||
Weighted average shares outstanding, Non-redeemable Class B ordinary shares |
6,675,000 | 5,768,359 | ||||||
Basic and diluted net income (loss) per ordinary share, Non-redeemable Class B ordinary shares |
$ | 0.13 | $ | (0.10 | ) | |||
Additional Paid-In Capital |
Retained Earnings (Accumulated Deficit) |
Total Shareholders’ Equity |
||||||||||||||||||||||||||
Ordinary Shares |
||||||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance as of December 31, 2021 |
— | $ | — | 6,675,000 | $ | 668 | $ | — | $ | (17,339,489 | ) | $ | (17,338,821 | ) | ||||||||||||||
Net Income |
— | — | — | — | — | 4,198,392 | 4,198,392 | |||||||||||||||||||||
Remeasurement of Class A ordinary shares subject to possible redemption |
(21,792 | ) | (21,792 | ) | ||||||||||||||||||||||||
Balance as of March 31, 2022 |
— |
$ |
— |
6,675,000 |
$ |
668 |
$ |
— |
$ |
(13,162,889 |
) |
$ |
(13,162,221 |
) | ||||||||||||||
Ordinary Shares |
Additional Paid-In Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance as of January 27, 2021 (inception) |
— |
$ |
— |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | 7,187,500 | 719 | 24,281 | — | 25,000 | |||||||||||||||||||||
Remeasurement of Class A ordinary shares subject to possible redemption |
— |
— | — | — | (24,281 | ) | (24,486,667 | ) | (24,510,948 | ) | ||||||||||||||||||
Net loss |
— | — | — | — | — | (848,200 | ) | (848,200 | ) | |||||||||||||||||||
Balance as of March 31, 2021 |
— |
$ |
— |
7,187,500 |
$ |
719 |
$ |
— |
$ |
(25,334,867 |
) |
$ |
(25,334,148 |
) | ||||||||||||||
For the Three Months Ended March 31, 2022 |
For the period from January 27, 2021 (Inception) through March 31, 2021 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | 4,198,392 | $ | (848,200 | ) | |||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Interest earned on marketable securities held in Trust Account |
(21,792 | ) | (253 | ) | ||||
Transaction costs incurred in connection with Initial Public Offering |
— | 561,706 | ||||||
Unrealized gain/loss on FV changes of warrants |
(4,421,166 | ) | 252,583 | |||||
Changes in current assets and current liabilities: |
||||||||
Prepaid assets |
10,067 | (553,200 | ) | |||||
Other Assets |
59,835 | |||||||
Accounts payable and accrued expense |
70,705 | 532,679 | ||||||
Due to related parties |
— | 2,580 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(103,959 | ) | (52,105 | ) | ||||
Cash Flows from Investing Activities: |
||||||||
Purchase of investment held in Trust Account |
— | (267,000,000 | ) | |||||
|
|
|
|
|||||
Net cash used in investing activities |
— | (267,000,000 | ) | |||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from Initial Public Offering, net of underwriters’ fees |
— | 261,660,000 | ||||||
Proceeds from promissory note – related party |
— | 125,491 | ||||||
Proceeds from issuance of Class B shares to initial shareholders |
— | 25,000 | ||||||
Proceeds from private placement |
— | 7,340,000 | ||||||
Repayment of Sponsor loan |
— | (125,491 | ) | |||||
Payments of offering costs |
— | (131,496 | ) | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
— | 268,893,504 | ||||||
Net Change in Cash |
(103,959 | ) | 1,841,399 | |||||
Cash – Beginning |
904,957 | — | ||||||
|
|
|
|
|||||
Cash – Ending |
$ | 800,998 | $ | 1,841,399 | ||||
|
|
|
|
|||||
Supplemental Disclosure of Non-cash Financing Activities: |
||||||||
|
|
|
|
|||||
Deferred underwriting commissions charged to additional paid in capital |
$ | — | $ | 9,345,000 | ||||
|
|
|
|
|||||
Original value of Class A ordinary shares subject to possible redemption |
$ | — | $ | 221,526,083 | ||||
|
|
|
|
|||||
Change in value of Class A ordinary shares subject to possible redemption |
$ | $ | 15,153,237 | |||||
|
|
|
|
|||||
Initial classification of warrant liability |
$ | — | $ | 17,210,681 | ||||
|
|
|
|
|||||
Accrued offering costs |
$ | — | $ | 372,000 | ||||
|
|
|
|
March 31, 2022 |
December 31, 2021 |
|||||||
Gross proceeds |
$ | 267,000,000 | $ | 267,000,000 | ||||
Less: |
||||||||
Proceeds allocated to Public Warrants |
(9,874,575 | ) | (9,874,575 | ) | ||||
Class A ordinary shares issuance costs |
(14,626,790 | ) | (14,626,790 | ) | ||||
Plus: |
||||||||
Remeasurement of carrying value to redemption value |
24,501,365 | 24,501,365 | ||||||
Interest earned on investments held in Trust account |
21,791 | 13,476 | ||||||
Class A ordinary shares subject to possible redemption |
$ |
267,035,268 |
$ |
267,013,476 |
||||
For the three months ended March 31, 2022 |
For the period from January 27, 2021 (inception) through March 31, 2021 |
|||||||
Net income (loss) per share for Class A ordinary shares: |
||||||||
Net income |
$ | 4,198,392 | $ | (848,200 | ) | |||
Less: Allocation of income to Class B ordinary shares |
839,678 | (573,637 | ) | |||||
Adjusted net income (loss) |
$ | 3,358,714 | $ | (274,563 | ) | |||
Weighted average shares outstanding of Class A ordinary shares |
26,700,000 | 2,760,938 | ||||||
Basic and diluted net income per share, Class A ordinary shares |
$ | 0.13 | $ | (0.10 | ) | |||
Net income (loss) per share for Class B ordinary shares: |
||||||||
Net income (loss) |
$ | 4,198,392 | $ | (848,200 | ) | |||
Less: Allocation of income (loss) to Class A ordinary shares |
3,358,714 | (274,563 | ) | |||||
Adjusted net income (loss) |
$ | 839,678 | $ | (573,637 | ) | |||
Weighted average shares outstanding of Class B ordinary shares |
6,675,000 | 5,768,359 | ||||||
Basic and diluted net income (loss) per share, Class B ordinary shares |
$ | 0.13 | $ | (0.10 | ) |
Level 1 — | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | |
Level 2 — | Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. | |
Level 3 — | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
• | 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 (the “30-day redemption period”) 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 adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) 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 Class A ordinary shares to be determined by the redemption date and the “fair market value” of the Company’s 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 adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 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; 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 adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
March 31, 2022 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
Cash and Investments held in Trust Account |
$ | 267,035,268 | $ | 267,035,268 | $ | — | $ | — | ||||||||
Liabilities: |
||||||||||||||||
Public Warrants Liability |
$ | 2,547,848 | $ | 2,547,848 | $ | — | $ | — | ||||||||
Private Placement Warrants Liability |
1,879,028 | — | — | 1,879,028 | ||||||||||||
$ | 4,426,876 | $ | 2,547,848 | $ | — | $ | 4,426,876 |
December 31, 2021 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
Cash and Investments held in Trust Account |
$ | 267,013,476 | $ | 267,013,476 | $ | — | $ | — | ||||||||
Liabilities: |
||||||||||||||||
Public Warrants Liability |
$ | 5,073,000 | $ | 5,073,000 | $ | — | $ | — | ||||||||
Private Placement Warrants Liability |
3,775,042 | — | — | 3,775,042 | ||||||||||||
$ | 8,848,042 | $ | 5,073,000 | $ | — | $ | 3,775,042 |
Fair Value at January 27, 2021 (inception) |
$ | — | ||
Initial fair value of public and private warrants issued at IPO |
16,228,167 | |||
Initial fair value of public and private warrants issued at over-allotment option exercise |
982,514 | |||
Change in fair value of public and private warrants |
(1,925,548 | ) | ||
Transfer of public warrants to Level 1 |
(8,811,000 | |||
Fair Value at June 30, 2021 |
6,474,133 | |||
Change in fair value of private warrants |
(2,550,312 | ) | ||
Fair Value at September 31, 2021 |
3,923,821 | |||
Change in fair value of private warrants |
(148,779 | ) | ||
Fair Value at December 31, 2021 |
$ | 3,775,042 | ||
Change in fair value of private warrants |
(1,896,014 | ) | ||
Fair Value at March 31, 2022 |
4,426,876 |
Inputs |
March 31, 2022 |
December 31, 2021 |
||||||
Risk-free interest rate |
2.41 | % | 1.35 | % | ||||
Expected term remaining (years) |
5.68 | 5.95 | ||||||
Expected volatility |
6.2 | % | 13.10 | % | ||||
Share price |
$ | 9.80 | $ | 9.80 |
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. |
* | Filed herewith. |
** | Furnished. |
ROCKET INTERNET GROWTH OPPORTUNITIES CORP. | ||||||
Date: May 16, 2022 |
/s/ Soheil Mirpour | |||||
Name: |
Soheil Mirpour | |||||
Title: |
Chief Executive Officer (Principal Executive Officer) |
1 Year Rocket Internet Growth O... Chart |
1 Month Rocket Internet Growth O... Chart |
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