SEC Form 10-K filed by CHP Merger Corp.
ANNUAL 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 |
4 | ||||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |||
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
r |
☒ | Smaller reporting company | ||||
Emerging growth company |
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Item 1. |
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Item 1.A. |
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Item 1.B. |
49 |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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Item 7. |
50 |
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Item 7.A. |
54 |
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Item 8. |
54 |
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Item 9. |
54 |
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Item 9.A. |
54 |
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Item 9.B. |
56 |
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Item 9.C. |
56 |
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Item 10. |
57 |
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Item 11. |
61 |
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Item 12. |
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Item 13. |
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Item 14. |
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68 |
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Item 15. |
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Item 16. |
70 |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our ability to acquire stockholder approval of our business combination with Accelus (as defined herein) and consummate the transactions thereunder; |
• | 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, including the location and industry of such target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the ongoing 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 an active trading 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. |
• | We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. |
• | Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our stockholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | We are seeking stockholder approval of our initial business combination, and our sponsor and members of our management team have agreed to vote in favor of such initial Business Combination, regardless of how our public stockholders vote. |
• | Our initial business combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all. |
• | The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
• | The requirement that we consummate an initial business combination by May 26, 2022 may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the ongoing COVID-19 outbreak and the status of debt and equity markets. |
• | A potential target’s business could be affected by political instability, including relating to Ukraine and related sanctions or export controls imposed by the U.S., EU, UK, or other governments. |
• | We may not be able to consummate an initial business combination by May 26, 2022, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. |
• | We are seeking stockholder approval of our initial business combination, and our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A common stock or public warrants. |
• | If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | We are seeking stockholder approval of our initial business combination and if we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public stockholders may receive only approximately $10.26 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. |
• | If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate until May 26, 2022, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. |
• | Our proximity to our liquidation date expresses substantial doubt about our ability to continue as a “going concern.” |
• | We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations in the event the business combination is not consummated. |
• | The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. |
Item 1. |
Business |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
Item 1.A. |
Risk Factors. |
• | we may be liable for damages to Accelus under the terms and conditions of the Business Combination Agreement; |
• | negative reactions from the financial markets, including declines in the price of our Class A common stock due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and |
• | the attention of our management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination. |
• | may significantly dilute the equity interest of investors in the initial public offering, which dilution would increase if the anti-dilution provisions in the founder shares resulted in the issuance of shares of Class A common stock on a greater than one-to-one |
• | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change in control if a substantial number of common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our units, Class A common stock and/or warrants. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities; |
• | each of which may make it difficult for us to complete our initial business combination. |
• | In addition, we may have imposed upon us burdensome requirements, including: |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we are currently not subject to. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles; |
• | changes in local regulations as part of a response to the COVID-19 outbreak or a significant outbreak of other infectious diseases; |
• | tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars; |
• | deterioration of political relations with the United States; |
• | obligatory military service by personnel; and |
• | government appropriation of assets. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
Item 1.B. |
Unresolved Staff Comments |
Item 2. |
Properties |
Item 3. |
Legal Proceedings |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities |
Item 6. |
[Reserved] |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Item 7.A. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 8. |
Consolidated Financial Statements and Supplementary Data |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9.A. |
Controls and Procedures |
(1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
(2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
(3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. |
Item 9.B. |
Other Information |
Item 9.C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Item 10. |
Directors, Executive Officers, and Corporate Governance |
Name |
Age |
Title | ||
Joseph R. Swedish |
70 | Chairman | ||
James T. Olsen |
50 | Chief Executive Officer and Director | ||
Benson Jose |
42 | Chief Financial Officer | ||
James A. Deal |
72 | Director | ||
Ken Goulet |
62 | Director | ||
Jack Krouskup |
72 | Director |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Item 11. |
Executive Compensation |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our executive officers, directors and director nominees; and |
• | all our executive officers, directors and director nominees as a group. |
Class A Common Stock |
Class B Common Stock(2) |
|||||||||||||||||||
Name of Beneficial Owner |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Outstanding Common Stock |
|||||||||||||||
CHP Acquisition Holdings LLC (our sponsor)(1)(3) |
— | — | 7,425,000 | 99.0 | % | 28.4 | % | |||||||||||||
Joseph Swedish(1)(3) |
— | — | 7,425,000 | 99.0 | % | 28.4 | % | |||||||||||||
James Olsen(1)(3) |
— | — | 7,425,000 | 99.0 | % | 28.4 | % | |||||||||||||
Benson Jose(1) |
— | — | — | — | — | |||||||||||||||
James A. Deal(1) |
— | — | 25,000 | * | * | |||||||||||||||
Ken Goulet(1) |
— | — | 25,000 | * | * | |||||||||||||||
Jack Krouskup(1) |
— | — | 25,000 | * | * | |||||||||||||||
Glazer Capital, LLC(4) |
2,367,891 | 12.7 | % | — | — | 9.1 | % | |||||||||||||
Highbridge Capital Management, LLC (5) |
1,101,812 | 5.9 | % | — | — | 4.2 | % | |||||||||||||
HGC Investment Management Inc.(6) |
1,967,230 | 10.6 | % | — | — | 7.5 | % | |||||||||||||
Aristeia Capital, L.L.C.(7) |
1,538,182 | 8.3 | % | — | — | 5.9 | % | |||||||||||||
Magnetar Financial LLC(8) |
2,342,184 | 12.6 | % | — | — | 9.0 | % | |||||||||||||
All directors, director nominees and executive officers as a group (6 individuals) |
— | — | 7,500,000 | 100.0 | % | 28.7 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is 25 Deforest Avenue, Suite 108, Summit NJ 07901. |
(2) | Interests shown consist solely of founder shares. Such shares will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one |
(3) | Represents 7,425,000 founder shares held of record by CHP Acquisition Holdings LLC, which is wholly-owned by Concord Health Partners LLC. Messrs. Swedish and Olsen control Concord Health Partners LLC, which is the managing member of our sponsor. Each of CHP Acquisition Holdings LLC, Concord Health Partners LLC and Messrs. Swedish and Olsen shares voting and dispositive power over these shares. |
(4) | Based on a Schedule 13G filed by Glazer Capital, LLC and Paul J. Glazer with the SEC on January 10, 2022. Each of Glazer Capital, LLC and Paul J. Glazer has shared voting and dispositive power over the shares. The principal business address of each of Glazer Capital, LLC and Paul J. Glazer is 250 West 55th Street, New York, New York 10019. |
(5) | Based on a Schedule 13G/A filed by Highbridge Capital Management, LLC with the SEC on January 27, 2022. Highbridge Capital Management, LLC has shared voting and dispositive power over the shares. The principal business address of Highbridge Capital Management, LLC is 277 Park Avenue, 23rd Floor, New York, New York 10172. |
(6) | Based on a Schedule 13G filed by HGC Investment Management Inc. with the SEC on February 14, 2020. HGC Investment Management Inc. exercises sole voting and sole dispositive power over 1,967,230 shares. The principal business address of the beneficial owner is 366 Adelaide, Suite 601, Toronto, Ontario M5V 1R9, Canada. |
(7) | Based on a Schedule 13G filed by Aristeia Capital, L.L.C. with the SEC on February 16, 2021. Aristeia Capital, L.L.C. exercised sole voting and sole dispositive power over 1,538,182 shares. The principal business address of the beneficial owner is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
(8) | Based on a Schedule 13G/A filed by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz with the SEC on January 28, 2022. Each of Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz has shared voting and shared dispositive power over the shares, consisting of (i) 696,898 Shares held for the account of Magnetar Constellation Fund II, Ltd; (ii) 741,454 Shares held for the account of Magnetar Constellation Master Fund, Ltd; (iii) 54,102 Shares held for the account of Magnetar Systematic Multi-Strategy Master Fund, Ltd; (iv) 307,714 Shares held for the account of Magnetar Xing He Master Fund, Ltd; (v) 153,194 Shares held for the account of Magnetar SC Fund, Ltd; and (vi) 388,822 Shares held for the account of Magnetar Structured Credit Fund, LP. The principal business address of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
• | Repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | Payment to an affiliate of our sponsor of a total of $10,000 per month, until May 26, 2022, for office space, utilities, administrative and support services; |
• | Reimbursement for any out-of-pocket |
• | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been |
executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. |
Item 14. |
Principal Accountant Fees and Services |
Item 15. |
Exhibits and Financial Statement Schedules |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
Page |
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F-2 |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 to F-22 |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
Exhibit Number |
Description of Exhibit | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase. | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase. | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and document contained in Exhibit 101). |
* | Filed herewith. |
** | Furnished herewith |
+ | Indicates a management contract or compensatory plan. |
Item 16. |
Form 10-K Summary |
By: | /s/ James T. Olsen | |
Name: James T. Olsen | ||
Title: Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ James T. Olsen |
Chief Executive Officer |
March 17, 2022 | ||
James T. Olsen | ||||
/s/ Benson Jose |
Chief Financial Officer |
March 17, 2022 | ||
Benson Jose | ||||
/s/ Joseph R. Swedish |
Chairman of the Board |
March 17, 2022 | ||
Joseph R. Swedish | ||||
/s/ James Deal |
Director |
March 17, 2022 | ||
James Deal | ||||
/s/ Ken Goulet |
Director |
March 17, 2022 | ||
Ken Goulet | ||||
/s/ Jack Krouskup |
Director |
March 17, 2022 | ||
Jack Krouskup |
F-2 | ||||
Financial Statements: |
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F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
Notes to Financial Statements |
F-7 to F-22 |
/s/ |
December 31, 2021 |
December 31, 2020 |
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ASSETS |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid expenses and other current assets |
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Total current assets |
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Investments held in Trust Account |
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TOTAL ASSETS |
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$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Liabilities |
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Current liabilities |
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Accrued expenses |
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Income taxes payable |
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Advance from related party |
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Total current liabilities |
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Warrant liability |
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Deferred underwriting fee payable |
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TOTAL LIABILITIES |
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Commitments and Contingencies |
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Class A common stock subject to possible redemption, |
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Stockholders’ Deficit |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ deficit |
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Total Liabilities and Stockholders’ Deficit |
$ |
$ |
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Year Ended December 31, 2021 |
Year Ended December 31, 2020 |
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General and administrative expenses |
$ | $ | ||||||
Loss from operations |
( |
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( |
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Other income (loss): |
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Change in fair value of warrant liability |
( |
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Interest earned on investments held in Trust Account |
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Total other income (loss), net |
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Income (loss) before provision for income taxes |
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Provision for income taxes |
( |
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Net income (loss) |
$ |
$ |
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Weighted average shares outstanding of Class A common stock |
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Basic and diluted net income (loss) per share, Class A |
$ |
$ |
( |
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Weighted average shares outstanding of Class B common stock |
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Basic and diluted net income (loss) per share, Class B |
$ |
$ |
( |
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Class A Common Stock |
Class B Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
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Balance – January 1, 2020 |
$ |
$ |
$ |
$ |
( |
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$ |
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Net loss |
— | — | ( |
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Balance – December 31, 2020 |
$ | $ |
$ |
$ |
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$ |
( |
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Accretion of Class A common stock to redemption value |
( |
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) | ||||||||||||||||||||||||
Net income |
— | — | ||||||||||||||||||||||||||
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Balance – December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
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Year Ended December 31, 2021 |
Year Ended December 31, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Change in fair value of warrants |
( |
) | ||||||
Interest earned on investments held in Trust Account |
( |
) | ( |
) | ||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses and other current assets |
( |
) | ||||||
Accrued expenses |
||||||||
Income taxes payable |
( |
) | ||||||
Net cash used in operating activities |
( |
) |
( |
) | ||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash into Trust Account |
( |
) | ||||||
Cash Withdrawn from Trust for redemptions |
||||||||
Cash withdrawn from Trust Account for franchise and income taxes |
||||||||
Net cash provided by investing activities |
||||||||
Cash Flows from Financing Activities: |
||||||||
Advances from related party |
||||||||
Redemption of Common Stock |
( |
) | ||||||
Net cash used in financing activities |
( |
) |
||||||
Net Change in Cash |
( |
) |
( |
) | ||||
Cash – Beginning of period |
||||||||
Cash – End of period |
$ |
$ |
||||||
Non-cash investing and financing activities: |
||||||||
Accretion of Class A common stock to redemption |
$ | $ | ||||||
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
$ | ( |
) | |
Class A ordinary shares issuance at cost |
$ | ( |
) | |
Public Shares Redeemed |
$ | ( |
) | |
Plus: |
||||
Accretion of carrying value to redemption value |
$ |
|||
Class A common stocks subject to possible redemption |
$ |
|||
Year Ended December 31, 2021 |
Year Ended December 31, 2020 |
|||||||||||||||
2021 |
2021 |
Class A |
Class B |
|||||||||||||
Basic and diluted net income (loss) per common stock |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss), as adjusted |
$ | $ | $ | ( |
) | ( |
) | |||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average shares outstanding |
||||||||||||||||
Basic and diluted net income (loss) per common stock |
$ | $ | $ | ( |
) | ( |
) |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ |
• | if, and only if, the Private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and |
• | if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the Business Combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the |
December 31, |
||||||||
2021 |
2020 |
|||||||
Deferred tax asset |
||||||||
Net operating loss carryforward |
$ | $ | ||||||
Organizational costs/Startup expenses |
||||||||
Business combination expenses |
||||||||
Total deferred tax asset |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Deferred tax asset, net of allowance |
$ | $ | ||||||
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Federal |
||||||||
Current |
$ | $ | ||||||
Deferred |
( |
) | ( |
) | ||||
State |
||||||||
Current |
$ | $ | ||||||
Deferred |
||||||||
Change in valuation allowance |
||||||||
Income tax provision |
$ | $ | ||||||
December 31, |
||||||||
2021 |
2020 |
|||||||
Statutory federal income tax rate |
% | % | ||||||
State taxes, net of federal tax benefit |
% | % | ||||||
Change in fair value of warrants |
( |
)% | ( |
)% | ||||
Change in valuation allowance |
% | ( |
)% | |||||
Income tax provision |
% | ( |
)% | |||||
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: |
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Held-To-Maturity |
Level |
Amortized Cost |
Gross Holding Gains |
Fair Value |
||||||||||||||
December 31, 2020 |
U.S. Treasury Securities (Matured on (1) |
1 | $ | $ | ( |
) | $ |
(1) | The Company notes that the U.S. Treasury Securities were reinvested with the funds from the previously matured securities |
Description |
Level |
December 31, 2021 |
December 31, 2020 |
|||||||||
Assets: |
||||||||||||
Liquid Treasury Money Market Fund |
1 | $ | $ | — | ||||||||
Liabilities: |
||||||||||||
Warrant Liability – Public Warrants |
1 | $ | $ | |||||||||
Warrant Liability – Private Placement Warrants |
3 | $ | $ |
December 31, 2021 |
December 31, 2020 |
|||||||
Exercise price |
$ | $ | ||||||
Stock price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Term |
||||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of December 31, |
$ |
$ |
$ |
|||||||||
Transfer to Level 1 |
— | ( |
) | ( |
) | |||||||
Change in fair value |
— | |||||||||||
Fair value as of December 31, 2020 |
$ | $ | — | $ | ||||||||
|
|
|
|
|||||||||
Change in fair value |
( |
) | — | ( |
) | |||||||
|
|
|
|
|||||||||
Fair value as of December 3 1, 202 0 |
$ | $ | — | $ |
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