SEC Form 10-K/A filed by Investindustrial Acquisition Corp. (Amendment)
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 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
(Address of principal executive offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
• |
“we,” “us,” “our” or our “company” are to Investindustrial Acquisition Corp., a Cayman Islands exempted company; |
• |
“advisors” or our “advisory board” are to the individuals listed under Item 1, “Business—Our Advisory Board” below; |
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“affiliates” are to one or more affiliates of our sponsor or Investindustrial, as the case may be, which may include funds managed by such affiliates; |
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“Companies Act” are to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time; |
• |
“directors” are to our current directors named in this Report; |
• |
“forward purchase agreement” are to an agreement dated November 18, 2020 and entered into with an affiliate of our sponsor providing for the sale of Class A ordinary shares to such affiliates in a private placement to occur concurrently with the closing of our initial business combination; |
• |
“forward purchase shares” are to Class A ordinary shares issued pursuant to the forward purchase agreement; |
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“equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; |
• |
“founder shares” are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering and our Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; |
• |
“initial shareholders” are to holders of our founder shares prior to our initial public offering; |
• |
“Investindustrial” are, as the context may require, to Investindustrial Advisors Limited, its affiliates, funds (managed or advised by it or by such affiliates) and or subsidiaries of such funds, or all such entities taken together; |
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“management” or our “management team” are to our officers and directors; |
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“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
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“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering; |
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“public shares” are to Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or are purchased thereafter in the open market); |
• |
“public shareholders” are to the holders of our public shares, including our initial shareholders and members of our management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• |
“public warrants” are to the warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or are purchased thereafter in the open market); |
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“sponsor” are to Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales, held directly or indirectly by Investindustrial and in which certain co-investors may invest; and |
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“warrants” are to our public warrants and private placement warrants. |
• | our being a company with no operating history and no revenue; |
• | 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; |
• | the proceeds of the forward purchase shares being available to us; |
• | 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 uncertainty resulting from the recent COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases); |
• | 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; |
• | our financial performance following our initial public offering; or |
• | the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report. |
ITEM 1. |
BUSINESS |
• | sourcing, structuring, and executing a wide range of investment opportunities; |
• | providing constructive strategic and operational guidance to management teams and boards of directors, to drive long-term stockholder value creation; |
• | leveraging insights from their substantial investment, financial, operational oversight and governance experience to help optimize the financial condition, operating performance and strategy of a company; and |
• | leveraging their extensive network of relationships to augment or complement the senior management team or board of directors of a company. |
• | having an enterprise value in the range of $1.0-5.0 billion, which could leverage off a public currency to drive accretive acquisitions, fund growth or de-lever and which focus on Consumer, Healthcare, Industrial and Technology sectors; |
• | with dynamic and high-quality businesses characterized by sustainable market growth drivers, market and product leadership and an attractive and scalable business model with sound economics; and |
• | eligible to put in place specific initiatives aimed at creating sustainable value with a long term vision. Such initiatives would typically include, among others: investments in innovation and product development, cost optimization programs, geographic expansion, active M&A strategy driving market consolidations and Environmental, Social, and Corporate Governance, or ESG, initiatives to improve resilience and minimize risk with a strong leadership team. We would look to partner with owners who are keen to retain significant ownership and a management team committed to accelerate growth and value creation. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then issued and outstanding (other than in a public offering); |
• | Any of our directors, officers or substantial security holder (as defined by the NYSE rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | 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 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. |
ITEM 1A. |
RISK FACTORS |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not currently subject to. |
• | may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of our Class A ordinary shares are 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 share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/ or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | 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 Class A ordinary shares; |
• | 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 Class A ordinary shares 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; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | regulations related to anti-trust matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes 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; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States and the Cayman Islands. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares 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. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of the NYSE; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
ITEM 1B. |
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 ISSUER PURCHASES OF EQUITY SECURITIES |
(a) |
Market Information |
(b) |
Holders |
(c) |
Dividends |
(d) |
Securities Authorized for Issuance Under Equity Compensation Plans |
(e) |
Performance Graph |
(f) |
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings |
(g) |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
ITEM 6. |
SELECTED FINANCIAL DATA |
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. |
CONTROLS AND PROCEDURES |
ITEM 9B. |
OTHER INFORMATION |
Item 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name |
Age |
Position | ||
Roberto Ardagna |
40 |
Chief Executive Officer and Director | ||
Andrea Cicero |
49 |
Chief Financial Officer | ||
Sergio Ermotti |
60 |
Chairman | ||
Michael Karangelen |
52 | Director | ||
Dante Roscini |
62 | Director | ||
Tensie Whelan |
60 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; 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; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; 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 making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval 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. Notwithstanding the foregoing, as indicated above, other than the payment to an affiliate of our sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support services and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. |
• | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; |
• | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
(i) | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
(ii) | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
(iii) | directors should not improperly fetter the exercise of future discretion; |
(iv) | duty to exercise powers fairly as between different sections of shareholders; |
(v) | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
(vi) | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Roberto Ardagna | Investindustrial Knoll, Inc. Sports Cars (England) Holdings Ltd Vaimo Srl Baumont Real Estate Capital Ltd Specialty Chemicals International Ltd Training Business Network, S.L. |
Private Equity Furniture Design Automotive Casual Dining Real Estate Private Equity Chemical Education |
Senior Principal Director Director Director Director Director Director | |||
DT Holding SPA | Industrial Automotion | Director | ||||
Andrea Cicero | Investindustrial | Private Equity | Principal | |||
Sergio Ermotti | Swiss RE Ltd | Financial institution | Member of the Board of Directors | |||
Michael Karangelen | Investindustrial Advisers, Inc. Student Agencies Foundation Jacuzzi Brands LLC Entrepreneurship at Cornell |
Investment group Non-profit Plumbing manufacturing Non-profit |
Chief Executive Officer Trustee Emeritus Member Advisory Board Member | |||
Dante Roscini | Harvard Business School TIM Credimi Antares Vision Akbank Sinergia III Idea CCR |
University Telecommunication services Financial services Inspection systems provider Financial institution Investment fund Investment fund |
Professor Director Chairman Director Member of Advisory Board Member of Advisory Board Chairman of Advisory Board | |||
Tensie Whelan | NYU Stern School of Business NYU Stern Center for Sustainable Business |
University University |
Professor Director |
• | Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | We have entered into a forward purchase agreement with an affiliate of our sponsor. |
• | Our initial shareholders purchased founder shares prior to the date of our initial public offering and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the required time period. If we do not complete our initial business combination within the required time period, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (A) one year after the completion of our initial business combination; and (B) subsequent to our initial business combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, capitalization of shares, share dividends, rights issuances, subdivisions reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete a merger, share exchange, asset acquisition, share purchase, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (except with respect to permitted transferees ). |
• | The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) are not transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a specific target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
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 issued and outstanding ordinary shares; |
• | each of our officers, directors and director nominees; and |
• | all our officers and directors as a group. |
Class B ordinary shares |
Class A ordinary shares |
|||||||||||||||||||
Name of Beneficial Owners(1) |
Number of Shares Beneficially Owned(2) |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Voting Control |
|||||||||||||||
Investindustrial Acquisition Corp., L.P.(3)(4) |
9,937,500 | 98.8 | % | — | — | 19.8 | % | |||||||||||||
Roberto Ardagna(5) |
— | — | — | — | — | |||||||||||||||
Andrea Cicero(5) |
— | — | — | — | — | |||||||||||||||
Sergio Ermotti(3)(5) |
75,000 | * | — | — | * | |||||||||||||||
Michael Karangelen(5) |
— | — | — | — | ||||||||||||||||
Dante Roscini(5) |
25,000 | * | — | — | * | |||||||||||||||
Tensie Whelan(5) |
25,000 | * | — | — | ||||||||||||||||
* All officers and directors as a group (six individuals) 125,000 | ||||||||||||||||||||
1.2 | % | — | * | * | ||||||||||||||||
Baupost Group, L.L.C(6) |
— | — | 2,100,000 | 5.2 | % | 4.2 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following is Suite 1, 3rd Floor, 11-12 St James’s Square, London SW1Y 4LB, United Kingdom. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares are automatically convertible into Class A ordinary shares at the time of the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one No. 333- 249462), filed in connection with our initial public offering. |
(3) | Our sponsor is controlled by its general partner, Acquisition Corp. GP Limited, which is governed by a three-member board of directors composed of Gayle Swanson, Marc Harris and Rajeev Menon. Each director has one vote, and the approval of a majority of the directors is required to approve an action of our sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based upon the foregoing analysis, no individual director of the general partner of our sponsor exercises voting or dispositive control over any of the securities held by our sponsor, even those in which such director directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. |
(4) | Excludes 6,700,000 Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable. |
(5) | Does not include any shares indirectly owned by this individual as a result of his or her partnership interest in our sponsor or its affiliates. |
(6) | Represents 2,100,000 Units held by The Baupost Group, L.L.C (“Baupost”). Baupost is a registered investment adviser and acts as an investment adviser and general partner to various private investment limited partnerships. Securities reported on its Schedule 13G as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships. Baupost Group GP, L.L.C. (“BG GP”), as the Manager of Baupost, and Seth A. Klarman, as the Managing Member of BG GP and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, of the securities beneficially owned by Baupost. Baupost’s principal business office is located at 10 St. James Avenue, Suite 1700, Boston, Massachusetts 02116. |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
ITEM15. |
EXHIBITS, FINANCIAL STATEMENTS SCHEDULES |
(a) | The following documents are filed as part of this Form 10-K/A: |
(1) | Financial Statements: |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
Exhibit No. |
Description | |
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.SCH | Inline XBRL Taxonomy Extension Schema Document * | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document * | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document * | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document * | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document * | |
104 | The cover page for the Company’s Quarterly Report on Form 10-K has been formatted in Inline XBRL and contained in Exhibit 101 |
* | Filed herewith |
** | Furnished herewith |
(1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on November 23, 2020. |
ITEM 16. |
FORM 10-K SUMMARY |
INVESTINDUSTRIAL ACQUISITION CORP. |
/s/ Roberto Ardagna |
Name: Roberto Ardagna |
Title: Chief Executive Officer |
Name |
Position |
Date | ||
/s/ Sergio Ermotti Sergio Ermotti |
Chairman |
November 23, 2021 | ||
/s/ Roberto Ardagna Roberto Ardagna |
Chief Executive Officer and Director ( Principal Executive Officer |
November 23, 2021 | ||
/s/ Andrea Cicero Andrea Cicero |
Chief Financial Officer ( Principal Financial Officer |
November 23, 2021 | ||
/s/ Michael Karangelen Michael Karangelen |
Director |
November 23, 2021 | ||
/s/ Dante Roscini Dante Roscini |
Director |
November 23, 2021 | ||
/s/ Tensie Whelan Tensie Whelan |
Director |
November 23, 2021 |
Page No. |
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F-2 |
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Financial Statements: |
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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 |
Assets: |
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Current assets |
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Cash |
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Prepaid expenses |
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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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Liabilities and Shareholders’ Equity |
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Current Liabilities |
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Accounts payable |
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Accrued expenses |
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Due to related party |
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Total current liabilities |
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Deferred underwriting commissions |
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Warrant Liability |
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Total Liabilities |
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Commitments and Contingencies |
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Class A ordinary shares, $ |
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Shareholders’ Equity |
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Preference shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Total shareholders’ equity |
( |
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Total Liabilities and Shareholders’ Equity |
$ |
|||
|
|
General and administrative expenses |
$ | |||
Loss from operations |
( |
) | ||
Other income: |
||||
Offering costs associated with warrant liabilities |
||||
Change in fair value of warrant liabilities |
||||
Net loss |
( |
) | ||
Weighted average shares outstanding of Class A ordinary shares |
||||
Basic and diluted net income per Class A ordinary share |
$ | ( |
) | |
Weighted average shares outstanding of Class B ordinary shares |
||||
Basic and diluted net loss per Class B ordinary share |
$ | ( |
) | |
Class A |
Class B |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Equity |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - September 7, 2020 (Inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B to Sponsor |
— | — | — | |||||||||||||||||||||||||
Excess of cash received over fair value of private placement warrants |
— | — | — | — | — | |||||||||||||||||||||||
Accretion for Class A ordinary shares to redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Change in fair value of warrants |
||||
Offering costs allocated to warrant liabilities |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued expenses |
||||
Accounts payable |
||||
Due to related party |
||||
Net cash used in operating activities |
||||
Cash Flows from Investing Activities: |
||||
Cash deposited in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds received from initial public offering, gross |
||||
Proceeds received from private placement |
||||
Payment of offering costs |
( |
) | ||
Underwriting discount |
( |
) | ||
Proceeds of note payable from related parties |
||||
Repayment of note payable from related parties |
( |
) | ||
Net cash provided by financing activities |
||||
Net increase in cash |
||||
Cash - beginning of the period |
||||
Cash - end of the period |
$ |
|||
Supplemental disclosure of noncash investing and financing activities: |
||||
Offering costs included in accrued expenses |
$ | |||
Deferred underwriting commissions in connection with the initial public offering |
$ | |||
Formation and G&A costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | |||
Value of Class A ordinary shares subject to possible redemption |
$ |
As Previously Reported |
Adjustments |
As Restated |
||||||||||
Balance Sheet as of November 23, 2020 |
||||||||||||
Class A Ordinary Shares Subject to Possible Redemption |
$ | $ | $ | |||||||||
Class A Ordinary Shares |
( |
) | ||||||||||
Additional Paid-in Capital |
( |
) | ||||||||||
Accumulated Deficit |
( |
) | ( |
) | ( |
) | ||||||
Total Shareholders’ Equity (Deficit) |
$ |
$ |
( |
) | $ |
( |
) | |||||
Balance Sheet as of November 27, 2020 (unaudited) |
||||||||||||
Class A Ordinary Shares Subject to Possible Redemption |
$ |
$ |
$ |
|||||||||
Class A Ordinary Shares |
( |
) |
||||||||||
Additional Paid-in Capital |
( |
) |
||||||||||
Accumulated Deficit |
( |
) |
( |
) |
( |
) | ||||||
Total Shareholders' Equity (Deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Balance Sheet as of December 31, 2020 |
||||||||||||
Class A Ordinary Shares Subject to Possible Redemption |
$ |
$ |
$ |
|||||||||
Class A Ordinary Shares |
( |
) | ||||||||||
Additional Paid-in Capital |
( |
) | ||||||||||
Accumulated Deficit |
( |
) | ( |
) | ( |
) | ||||||
Total Shareholders’ Equity (Deficit) |
$ |
$ |
( |
) | $ |
( |
) | |||||
Statement of Operations for the period from September 7, 2020 (inception) through December 31, 2020 |
||||||||||||
Weighted Average Shares Outstanding o f Class A Ordinary Shares |
||||||||||||
Basic and Diluted Net Income p er Class A Ordinary Share |
$ | $ | ( |
) | $ | ( |
) | |||||
Weighted Average Shares Outstanding o f Class B Ordinary Shares |
||||||||||||
Basic and Diluted Net Income p er Class B Ordinary Share |
$ | $ | ( |
) | $ | ( |
) | |||||
Statement of Cash Flows for the period from September 7, 2020 (inception) through December 2020 |
||||||||||||
Value of Class A Ordinary Shares Subject to Possible Redemption |
$ | $ | $ |
• | 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. |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder, which we refer to as the “ redemption period”; and |
• | if, and only if, the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $ |
• | in whole and not in part; and |
• | at $ |
• | if, and only if, the closing price of Class A ordinary shares equals or exceeds $ |
• | if the closing price of the Class A ordinary shares for any |
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 |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities—Public |
$ | $ | $ | |||||||||
Derivative warrant liabilities—Private |
$ | $ | $ |
As of November 23, 2020 |
As of November 27, 2020 |
As of December 31, 2020 |
||||||||||
Share price |
$ | $ | $ | |||||||||
Exercise price |
$ | $ | $ | |||||||||
Risk-free interest rate |
% | % | % | |||||||||
Volatility |
% | % | % | |||||||||
Expected term (years) |
||||||||||||
Dividend yield |
% | % | % |
Warrant liabilities at September 7, 2020 (inception) |
$ | |||
Issuance of Public and Private Warrants at November 23, 2020 |
||||
Issuance of Public and Private Warrants at November 27, 2020 |
||||
Change in fair value of warrant liabilities |
||||
|
|
|||
Warrant liabilities at December 31, 2020 |
$ | |
||
|
|