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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sculptor Acquisition Corp I | NYSE:SCUA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.52 | 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
|
98-1590223
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
9 West 57th Street, 39th Floor
New York, NY
|
10019
|
|
(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-half of one redeemable warrant
|
SCUA.U
|
New York Stock Exchange
|
||
Class A ordinary shares included as part of the units
|
SCUA
|
New York Stock Exchange
|
||
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
|
SCUA WS
|
New York Stock Exchange
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☒
|
Page No.
|
|||
3 |
|||
3 | |||
4 | |||
5 | |||
6 | |||
7 | |||
22
|
|||
25 | |||
25
|
|||
26 | |||
26
|
|||
26
|
|||
26 |
|||
27
|
|||
27 | |||
27 | |||
• |
our ability to select an appropriate target business or businesses;
|
• |
our ability to complete our initial business combination;
|
• |
our expectations around the performance of a prospective target business or businesses;
|
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
|
• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
|
• |
our potential ability to obtain additional financing to complete our initial business combination;
|
• |
our pool of prospective target businesses;
|
• |
our ability to consummate an initial business combination due to the continued uncertainty resulting from the COVID-19 pandemic;
|
• |
the ability of our officers and directors to generate a number of potential business combination opportunities;
|
• |
our public securities’ potential liquidity and trading;
|
• |
the lack of a market for our securities;
|
• |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
|
• |
the trust account not being subject to claims of third parties; or
|
• |
our financial performance following our initial public offering.
|
Item 1. |
Condensed Financial Statements.
|
March 31, 2022
|
December 31, 2021
|
|||||||
(unaudited)
|
||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
-
|
$
|
941,792
|
||||
Prepaid expenses
|
1,027,167
|
23,767
|
||||||
Total current assets
|
1,027,167
|
965,559
|
||||||
Investments held in Trust Account
|
234,623,027
|
234,600,723
|
||||||
Total Assets
|
$
|
235,650,194
|
$
|
235,566,282
|
||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
183,195
|
$
|
6,000
|
||||
Accrued expenses
|
35,475
|
157,111
|
||||||
Total current liabilities
|
218,670
|
163,111
|
||||||
Working capital loan - related party
|
224,260
|
-
|
||||||
Derivative warrant liabilities
|
6,810,000
|
15,140,000
|
||||||
Deferred underwriting fees
|
8,050,000
|
8,050,000
|
||||||
Total Liabilities
|
15,302,930
|
23,353,111
|
||||||
Commitments and Contingencies (Note 6)
|
||||||||
Class A ordinary shares; 23,000,000 shares
subject to possible redemption at $10.20 per share
|
234,600,000
|
234,600,000
|
||||||
Shareholders' Deficit:
|
||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none
issued and outstanding
|
-
|
-
|
||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no
non-redeemable shares issued or outstanding
|
-
|
-
|
||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000
shares issued and outstanding
|
575
|
575
|
||||||
Additional paid-in capital
|
-
|
-
|
||||||
Accumulated deficit
|
(14,253,311
|
)
|
(22,387,404
|
)
|
||||
Total Shareholders' Deficit
|
(14,252,736
|
)
|
(22,386,829
|
)
|
||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit
|
$
|
235,650,194
|
$
|
235,566,282
|
For the Three Months
Ended March 31, 2022
|
For the Period from
March 8, 2021
(inception) through
March 31, 2021
|
|||||||
General and administrative expenses
|
$
|
343,758
|
$
|
26,918
|
||||
Loss from operations
|
(343,758
|
)
|
(26,918
|
)
|
||||
Other income (expenses):
|
||||||||
Change in fair value of derivative warrant liabilities
|
8,330,000
|
-
|
||||||
Change in fair value of working capital loan - related party
|
125,547
|
-
|
||||||
Income from investments held in Trust Account
|
22,304
|
-
|
||||||
Total other income
|
8,477,851
|
-
|
||||||
Net income (loss)
|
$
|
8,134,093
|
$
|
(26,918
|
)
|
|||
Weighted average Class A ordinary shares subject to possible redemption, basic and diluted
|
23,000,000
|
-
|
||||||
Basic and diluted net income (loss) per ordinary share, Class A ordinary shares subject to possible redemption
|
$
|
0.28
|
$
|
-
|
||||
Weighted average Class B ordinary shares, basic and diluted
|
5,750,000
|
3,695,652
|
||||||
Basic and diluted net income (loss) per ordinary share, Class B ordinary shares
|
$
|
0.28
|
$
|
(0.01
|
)
|
|
For the Three Months Ended March 31, 2022
|
|||||||||||||||||||
|
Additional
|
Total
|
||||||||||||||||||
|
Class B Ordinary Shares
|
Paid-in
|
Accumulated
|
Shareholders'
|
||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||
Balance - December 31, 2021
|
5,750,000
|
$
|
575
|
$
|
-
|
$
|
(22,387,404
|
)
|
$
|
(22,386,829
|
)
|
|||||||||
Net income
|
-
|
-
|
-
|
8,134,093
|
8,134,093
|
|||||||||||||||
Balance - March 31, 2022 (unaudited)
|
5,750,000
|
$
|
575
|
$
|
-
|
$
|
(14,253,311
|
)
|
$
|
(14,252,736
|
)
|
For the Period from March 8, 2021 (inception) through March 31, 2021
|
||||||||||||||||||||
Additional
|
Total
|
|||||||||||||||||||
Class B Ordinary Shares
|
Paid-in
|
Accumulated
|
Shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||
Balance - March 8, 2021 (inception)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||
Issuance of Class B ordinary shares to Sponsor
|
5,750,000
|
575
|
24,425
|
-
|
25,000
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(26,918
|
)
|
(26,918
|
)
|
|||||||||||||
Balance - March 31, 2021 (unaudited)
|
5,750,000
|
$
|
575
|
$
|
24,425
|
$
|
(26,918
|
)
|
$
|
(1,918
|
)
|
For the Three Months
Ended March 31, 2022
|
For the Period from
March 8, 2021
(inception) through
March 31, 2021
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income (loss)
|
$
|
8,134,093
|
$
|
(26,918
|
)
|
|||
Adjustments to reconcile net income to net cash loss used in operating activities:
|
||||||||
General and administrative expenses paid in exchange for issuance of Class B ordinary shares to Sponsor
|
-
|
25,000
|
||||||
General and administrative expenses paid by Sponsor under working capital loan
|
10,243
|
- | ||||||
Change in fair value of derivative warrant liabilities
|
(8,330,000
|
)
|
-
|
|||||
Change in fair value of working capital loan - related party
|
(125,547
|
)
|
-
|
|||||
Income from investments held in Trust Account
|
(22,304
|
)
|
-
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(1,003,400
|
)
|
-
|
|||||
Accounts payable
|
177,195
|
-
|
||||||
Accrued expenses
|
(121,636
|
)
|
1,918
|
|||||
Net cash used in operating activities
|
(1,281,356
|
)
|
-
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds received from Working Capital Loan - related party
|
339,564
|
-
|
||||||
Net cash provided by financing activities
|
339,564
|
-
|
||||||
Net change in cash
|
(941,792
|
)
|
-
|
|||||
Cash - beginning of the period
|
941,792
|
-
|
||||||
Cash - end of the period
|
$
|
-
|
$
|
-
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||
Deferred offering costs included in accounts payable
|
$
|
-
|
$
|
32,203
|
||||
Deferred offering costs included in accrued expenses
|
$
|
-
|
$
|
157,660
|
• |
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.
|
For the Three Months Ended March 31, 2022
|
||||||||
Class A
|
Class B
|
|||||||
Numerator:
|
||||||||
Allocation of net income
|
$
|
6,507,274
|
$
|
1,626,819
|
||||
Denominator:
|
||||||||
Weighted average ordinary shares outstanding, basic and diluted
|
23,000,000
|
5,750,000
|
||||||
Basic and diluted net income per ordinary share
|
$
|
0.28
|
$
|
0.28
|
For the Period from March 8, 2021 (inception) throughMarch 31, 2021
|
||||||||
Class A
|
Class B
|
|||||||
Numerator:
|
||||||||
Allocation of net loss
|
$
|
-
|
$
|
(26,918
|
)
|
|||
Denominator:
|
||||||||
Weighted average ordinary shares outstanding, basic and diluted
|
-
|
3,695,652
|
||||||
Basic and diluted net loss per ordinary share
|
$
|
-
|
$
|
(0.01
|
)
|
Gross proceeds
|
$
|
230,000,000
|
||
Less:
|
||||
Proceeds allocated to Public Warrants at issuance
|
(14,950,000
|
)
|
||
Offering costs allocated to Class A shares subject to possible redemption
|
(12,706,476
|
)
|
||
Plus:
|
||||
Accretion on Class A ordinary shares subject to possible redemption amount
|
32,256,476
|
|||
Class A ordinary shares subject to possible redemption
|
$
|
234,600,000
|
• |
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 last reported sale price (the “closing price”) of Class A ordinary shares 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 a price of $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 by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;
|
• |
if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per
Public Share (as adjusted) for any 10 trading days within a 20-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 10 trading days within a 20-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 concurrently be called for
redemption on the same terms as the outstanding Public Warrants, as described above.
|
March 31, 2022
|
||||||||||||
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
|
$
|
234,623,027
|
$
|
-
|
$
|
-
|
||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities - Public Warrants
|
$
|
3,450,000
|
$
|
-
|
$
|
-
|
||||||
Derivative warrant liabilities - Private Placement Warrants
|
$
|
-
|
$
|
-
|
$
|
3,360,000
|
||||||
Working capital loan - related party
|
$
|
-
|
$
|
-
|
$
|
224,260
|
Description
|
Level 1
|
Level 2
|
Level 3
|
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account
|
$
|
234,600,723
|
$
|
-
|
$
|
-
|
||||||
Liabilities:
|
||||||||||||
Derivative liabilities – Public Warrants
|
$
|
-
|
$
|
-
|
$
|
7,636,000
|
||||||
Derivative liabilities – Private Warrants
|
$
|
-
|
$
|
-
|
$
|
7,504,000
|
|
March 31, 2022
|
December 31, 2021
|
||||||
Exercise price
|
$
|
11.50
|
$
|
11.50
|
||||
Stock price
|
$
|
10.07
|
$
|
9.67
|
||||
Volatility
|
5.51
|
%
|
13.0
|
%
|
||||
Risk-free rate
|
1.56% - 2.57
|
%
|
1.53
|
%
|
||||
Dividend yield
|
|
%
|
|
%
|
||||
Years to expected initial Business Combination date
|
0.94
|
0.94
|
||||||
Years to expiration
|
5
|
5
|
||||||
Probability of a business combination
|
65
|
%
|
90
|
%
|
Level 3 Rollforward:
|
||||||||
|
Warrants
|
Working capital loan -
related party
|
||||||
Level 3 - Liabilities at December 31, 2021
|
$
|
15,140,000
|
-
|
|||||
Transfer of Public Warrants to Level 1
|
(7,636,000
|
)
|
-
|
|||||
Change in fair value of private placement warrants
|
(4,144,000
|
)
|
-
|
|||||
Issuance of working capital loan - related party
|
-
|
349,807
|
||||||
Change in fair value of working capital loan - related party
|
- |
(125,547
|
)
|
|||||
Level 3 - Liabilities & working capital loan at March 31, 2022
|
$
|
3,360,000
|
$
|
224,260
|
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.
|
Exhibit
number
|
Description of exhibit
|
Amended and Restated Memorandum and Articles of Association (1)
|
|
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (1)
|
|
Form of Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1, filed on October 15, 2021 (File No. 333-260302))
|
|
Form of Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1, filed on October 15, 2021 (File No. 333-260302))
|
|
Form of Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1, filed on October 15, 2021 (File No. 333-260302))
|
* |
Filed herewith.
|
** |
Furnished herewith
|
SCULPTOR ACQUISITION CORP I
|
|||
Date:
|
May 16, 2022
|
By:
|
/s/ Steven Orbuch
|
Name:
|
Steven Orbuch
|
||
Title:
|
Chief Executive Officer
(Principal Executive Officer)
|
Date:
|
May 16, 2022
|
By:
|
/s/ Dava Ritchea
|
Name:
|
Dava Ritchea
|
||
Title:
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
1 Year Sculptor Acquisition Cor... Chart |
1 Month Sculptor Acquisition Cor... Chart |
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