NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS
1. Description of Organization, Business Operations
and Basis of Presentation
FirstMark Horizon Acquisition Corp. (the “Company”)
is a blank check company incorporated in Delaware on August 13, 2020. The Company was formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business
Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with
emerging growth companies.
As of June 30, 2021, the Company had not commenced
any operations. All activity for the period from August 13, 2020 (inception) through June 30, 2021 relates to the Company’s formation
and the initial public offering (the “Initial Public Offering”), described below, and since the closing of the Initial Public
Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after
the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest
income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below).
The Company’s sponsor is FirstMark Horizon
Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial
Public Offering became effective on October 5, 2020. On October 8, 2020, the Company consummated its Initial Public Offering of 41,400,000
units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”),
including 5,400,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating
gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million
in deferred underwriting commissions (Note 5).
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement (“Private Placement”) of 6,853,333 warrants (each, a “Private
Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant
to the Sponsor, generating proceeds of approximately $10.3 million (Note 4).
Upon the closing of the Initial Public Offering
and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds
of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock
Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of
Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined
by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as
described below.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more
initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined
below) (excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into
the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company
owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest
in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended
(the “Investment Company Act”).
FIRSTMARK HORIZON ACQUISITION CORP.
NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS
The Company will provide the holders (the “Public
Stockholders”) of the Company’s issued and outstanding shares of Class A common stock, par value $0.0001 per share, sold
in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares
upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination
or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or
conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share).
The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting
commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value
and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards
Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities
from Equity” (“ASC 480”). If the Company seeks stockholder approval, the Company will proceed with a Business Combination
if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection
with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is
not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will,
pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions
pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents
with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or
the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares
in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public
Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the
Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed
to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering
in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to
their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Certificate of Incorporation provides that
a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert
or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),
will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent
of the Company.
The holders of the Founder Shares (the “initial
stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing
of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares
if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other
provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public
Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If the Company is unable to complete a Business
Combination within 24 months from the closing of the Initial Public Offering, or October 8, 2022, (the “Combination Period”)
and the Company’s stockholders have not amended the Amended and Restated Certificate of Incorporation to extend such Combination
Period, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not
more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest
shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely
extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any);
and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s
board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.
FIRSTMARK HORIZON ACQUISITION CORP.
NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS
The initial stockholders have agreed to waive
their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete
a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial
Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the
Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to
the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination
within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will
be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value
of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect
the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third
party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company,
or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”),
reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held
in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each
case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party
or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the
Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable
against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will
seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to
have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target
businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest
or claim of any kind in or to monies held in the Trust Account.
Basis of Presentation
The accompanying unaudited condensed financial
statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include
all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect
all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the
period presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that
may be expected for the period ending December 31, 2021.
The accompanying unaudited
condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the
Form 10-K/A filed by the Company with the SEC on May 27, 2021.
Emerging Growth Company
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out
of such extended transition period, which means that when a standard is issued or revised and it has different application dates for
public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard.
FIRSTMARK HORIZON ACQUISITION CORP.
NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS
This may make comparison
of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth
company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Risks and Uncertainties
Management continues
to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus
could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company,
the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Liquidity and Going
Concern
As of June 30, 2021,
the Company had approximately $464,000 in its operating bank account, approximately $13,000 of interest income available in the Trust
Account to pay the Company’s franchise and income tax obligations and a working capital deficit of approximately $140,000. Further,
the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans.
The Company’s
liquidity needs to date have been satisfied through the $25,000 proceeds received from the sale of its Founder Shares (as defined below)
to the Sponsor, the loan proceeds under a promissory note of $167,000 from the Sponsor to cover the Company’s offering costs in
connection with the Initial Public Offering, and the net proceeds from the consummation of the Private Placement not held in the Trust
Account. The balance of the promissory note was fully repaid on October 8, 2020. In addition, in order to finance transaction costs in
connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors
may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2021 and December 31, 2020, there
were no amounts outstanding under any Working Capital Loans.
Based on the foregoing,
management has determined that the working capital deficit raises substantial doubt about the Company’s ability to continue as
a going concern until the earlier of the consummation of a Business Combination or the date the Company is required to liquidate. The
unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as
a going concern. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating
prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
2. Significant Accounting Policies.
Use of Estimates
The preparation of unaudited condensed financial
statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial
statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from
those estimates.
FIRSTMARK HORIZON ACQUISITION CORP.
NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June
30, 2021 and December 31, 2020.
Concentration of
Credit Risk
Financial instruments that potentially subject
the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal
depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.
Investments Held
in Trust Account
The Company’s portfolio of investments
is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity
of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable
fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government
securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are
comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds
are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the
change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed
statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial
Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal
or approximate the carrying amounts represented in the condensed balance sheets.
Fair Value Measurements
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
|
●
|
Level 1, defined as observable inputs such as quoted
prices (unadjusted) for identical instruments in active markets; and
|
|
●
|
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 some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant
Liabilities
The Company does not use derivative instruments
to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,
pursuant to ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The classification of derivative instruments, including
whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
FIRSTMARK HORIZON ACQUISITION CORP.
NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS
The 13,800,000 warrants issued in connection
with the Initial Public Offering (the “Public Warrants”) and the 6,853,333 Private Placement Warrants are recognized as derivative
liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and
adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date
until exercised, and any change in fair value is recognized in the Company’s statement of operations. The initial and subsequent
fair value of the Private Warrants and the initial fair value of the Public Warrants issued in connection with the private placement
and initial public offering, respectively, have been measured using a binomial lattice model in an option pricing framework. The fair
value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. The determination
of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the
actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation
is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated
with the Initial Public Offering
Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented
as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged
to stockholders’ equity upon the completion of the Initial Public Offering.
Class A Common Stock
Subject to Possible Redemption
The Company accounts for its Class A common stock
subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.”
Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair
value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are
either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’
equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, a total of
36,278,872 and 34,438,230 shares of Class A common stock subject to possible redemption, respectively, are presented at redemption value
as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Income (Loss)
Per Share of Common Stock
The Company applies the two-class method in calculating
earnings per share. Net income per share is computed by dividing net income (loss) by the weighted-average number of shares of common
stock outstanding during the period. An aggregate of 36,278,872 shares of redeemable common stock at June 30, 2021 has been excluded
from the calculation of basic income (loss) per share of redeemable common stock, since such shares, if redeemed, only participate in
their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering
(including the consummation of the Over-allotment) and Private Placement to purchase an aggregate of 20,653,333 shares of the Company’s
common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence
of future events. As a result, dilutive net income (loss) per common stock is the same as basic net income (loss) per common stock for
the periods presented.
FIRSTMARK HORIZON ACQUISITION CORP.
NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS
Reconciliation of
Net Income (Loss) per Share of Common Stock
The Company’s net income (loss) is adjusted
for the portion of income (loss) that is attributable to redeemable common stock, as these shares only participate in the earnings of
the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted income (loss) per share of common stock
is calculated as follows:
|
|
For the
Three Months
Ended
June 30,
2021
|
|
|
For the
Six Months
Ended
June 30,
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable common stock
|
|
|
|
|
|
|
Numerator: Earnings allocable to redeemable Common stock
|
|
|
|
|
|
|
Income from investments held in Trust Account
|
|
$
|
5,519
|
|
|
$
|
10,976
|
|
Less: Company’s portion available to be withdrawn to pay taxes
|
|
|
(5,519
|
)
|
|
|
(10,976
|
)
|
Net income attributable
|
|
$
|
-
|
|
|
$
|
-
|
|
Denominator: Weighted average redeemable common stock
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of common stock subject to redemption, basic and diluted
|
|
|
36,278,517
|
|
|
|
35,390,056
|
|
Basic and diluted net income per share, redeemable common stock
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-Redeemable Common Stock
|
|
|
|
|
|
|
|
|
Numerator: Net income minus Net Earnings Net income (loss)
|
|
$
|
(323,228
|
)
|
|
$
|
18,406,421
|
|
Less: Income attributable to redeemable common stock
|
|
|
-
|
|
|
|
-
|
|
Non-redeemable net income (loss) attributable to non-redeemable common stock
|
|
$
|
(323,228
|
)
|
|
$
|
18,406,421
|
|
Denominator: weighted average Non-redeemable common stock
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares outstanding, basic and diluted
|
|
|
15,439,160
|
|
|
|
16,359,944
|
|
Basic and diluted net income per share, non-redeemable common stock
|
|
$
|
(0.02
|
)
|
|
$
|
1.13
|
|
Income Taxes
The Company follows the asset and liability method
of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and
liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment
date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of
June 30, 2021 and December 31, 2020, the Company has aggregate deferred tax assets of approximately $298,000 and $267,000, respectively,
and has recognized a full valuation allowance against the deferred tax assets.
ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest
and dividends earned and unrealized gains on investments held in the Trust Account. The Company’s general and administrative costs
are generally considered start-up costs and are not currently deductible.
FIRSTMARK HORIZON ACQUISITION CORP.
NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS
No amounts were accrued for the payment of interest
and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major
taxing authorities since inception.
Recent Adopted Accounting
Standards
In August 2020, the
FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also
removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and
it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021.
Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
Management does not believe that any other recently
issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
3. Initial Public Offering.
On October 8, 2020,
the Company consummated its Initial Public Offering of 41,400,000 Units, including 5,400,000 Over-Allotment Units, at $10.00 per Unit,
generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately
$14.5 million in deferred underwriting commissions.
Each Unit consists of
one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant
entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).
4. Related Party Transactions.
Founder Shares
On August 18, 2020, the Sponsor purchased 8,625,000
shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate
price of $25,000. The Company transferred an aggregate of 120,000 Founder Shares to certain members of the Company’s management
team. On October 5, 2020, the Company effected a 1:1.2 stock split of its Class B common stock, resulting in the Sponsor holding an aggregate
of 10,230,000 Founder Shares and there being an aggregate of 10,350,000 Founder Shares outstanding. All shares and associated amounts
have been retroactively restated to reflect the stock split. The Sponsor agreed to forfeit up to 1,350,000 Founder Shares to the extent
that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the
Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option
in full on October 6, 2020; thus, the 1,350,000 Founder Shares were no longer subject to forfeiture.
The initial stockholders agreed, subject to limited
exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion
of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of Class
A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination
or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that
results in all of the Public Stockholders having the right to exchange their shares of Class A common stock for cash, securities or other
property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect
to any Founder Shares.
FIRSTMARK HORIZON ACQUISITION CORP.
NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS
Private Placement Warrants
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the Private Placement of 6,853,333 Private Placement Warrants, at a price of $1.50 per Private
Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million.
Each Private Placement Warrant is exercisable
for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement
Warrants to the Sponsor were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does
not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private
Placement Warrants will be non-redeemable (except as described below in Note 6 under “Warrants — Redemption of warrants when
the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the initial purchasers or their
permitted transferees.
The purchasers of the Private Placement Warrants
agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees)
until 30 days after the completion of the initial Business Combination.
Related Party Loans
On August 18, 2020, the Sponsor agreed to loan
the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the
“Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed
$167,000 under the Note. The Company repaid the Note in full on October 8, 2020.
In addition, in order to finance transaction
costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers
and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the
Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released
to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that
a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working
Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would
either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working
Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants
would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have
not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working
Capital Loans.
Administrative Services Agreement
The Company entered into an agreement that provides
that, commencing on October 6, 2020, through the earlier of consummation of the initial Business Combination and the Company’s
liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support
services. For the three and six months ended June 30, 2021, the Company incurred expenses of $30,000 and $60,000, under this agreement,
respectively. There were no balances outstanding under such agreement as of June 30, 2021 and December 31, 2020.
The Sponsor, officers and directors, or any of
their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s
behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s
audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s
or any of their affiliates.
FIRSTMARK HORIZON ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
5. Commitments and Contingencies.
Registration Rights
The holders of Founder Shares, Private Placement
Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon
the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of
the Founder Shares), are entitled to registration rights pursuant to the registration rights agreement. These holders will be entitled
to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company
will not be required to effect or permit any registration or cause any registration statement to become effective until termination of
the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were entitled to an underwriting
discount of $0.20 per Unit, or $8.28 million in the aggregate, which was paid upon the closing of the Initial Public Offering. An additional
fee of $0.35 per Unit, or approximately $14.5 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.
The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company
completes a Business Combination, subject to the terms of the underwriting agreement.
Consulting Agreement
In
connection with the search for a prospective initial Business Combination, the Company has entered into a consulting agreement with a
consulting firm to provide due diligence on a target company. The fees in connection with the services rendered have been deferred to
the closing of a Business Combination without regard if the consulting firm has provided services as to the target subject of the Business
Combination. If the Company does not complete a Business Combination, then no fees are due or payable to the consulting firm. For
the three and six months ended June 30, 2021, the Company has incurred and accrued $810,000 for services rendered under such agreement.
6. Derivative Warrant Liabilities.
As of June 30, 2021 and December 31, 2020, the
Company has 13,800,000 Public Warrants and 6,853,333 Private Placement Warrants outstanding.
Public Warrants may only be exercised for a whole
number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.
The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months
from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under
the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus
relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless
exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later
than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts
to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of
the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the
closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common
stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities
Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless
basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares
to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the
securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the
Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange
such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may,
at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect
a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
FIRSTMARK HORIZON ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
The warrants have an exercise price of $11.50
per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption
or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital
raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less
than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s
board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares
held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding
of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z)
the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20
per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, the $18.00 per share redemption trigger prices described below under “Redemption of warrants when
the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share
of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the
Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of
warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be
equal to the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to
the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private
Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject
to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable (except as described below in “Redemption
of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the Sponsor
or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees,
the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
Redemption of warrants when the price per share
of Class A common stock equals or exceeds $18.00:
Once the warrants become exercisable, the Company
may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):
|
●
|
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 of Class A common stock 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 (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
|
The Company will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon
exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout
the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right
even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
FIRSTMARK HORIZON ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
Redemption of warrants when the price per share
of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:
|
●
|
in whole and not in part;
|
|
●
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock;
|
|
●
|
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and
|
|
●
|
if the Reference Value 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.
|
The “fair market value” of Class A
common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the
date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection
with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
In no event will the Company be required to net
cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates
the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they
receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly,
the warrants may expire worthless.
7. Stockholders’ Equity.
Preferred Stock — The Company
is authorized to issue 5,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights
and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021 and December 31,
2020, there were no shares of preferred stock issued or outstanding.
Class A Common Stock — The
Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2021,
there were 5,121,128 shares of Class A common stock issued and outstanding, excluding 36,278,872 shares of Class A common stock subject
to possible redemption. As of December 31, 2020, there were 1,819,090 shares of Class A common stock issued and outstanding, excluding
34,438,230 shares of Class A common stock subject to possible redemption.
Class B Common Stock — The
Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of June 30, 2021 and
December 31, 2020, there were 10,350,000 shares of Class B common stock issued and outstanding (see Note 4).
Common stockholders of record are entitled to
one vote for each share held on all matters to be voted on by stockholders and vote together as a single class, except as required by
law; provided, that, prior to the Company’s initial Business Combination, holders of the Class B common stock will have the right
to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class
A common stock will not be entitled to vote on the appointment of directors during such time.
The Class B common stock would automatically convert
into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis,
subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment
as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued
in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio
at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a
majority of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any
such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class
B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding
upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed
issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued,
to any seller in the initial Business Combination.
FIRSTMARK HORIZON ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
8. Fair Value Measurements.
The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy
of the valuation techniques that the Company utilized to determine such fair value.
|
|
Fair Value Measured as of June 30, 2021
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held in Trust Account
|
|
$
|
414,018,253
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
414,018,253
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative public warrant liabilities
|
|
$
|
21,114,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
21,114,000
|
|
Derivative private warrant liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
10,485,600
|
|
|
$
|
10,485,600
|
|
Total fair value of liabilities
|
|
$
|
21,114,000
|
|
|
$
|
-
|
|
|
$
|
10,485,600
|
|
|
$
|
31,599,600
|
|
|
|
Fair Value Measured as of December 31, 2020
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held in Trust Account
|
|
$
|
414,005,739
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative public warrant liabilities
|
|
$
|
34,362,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
34,362,000
|
|
Derivative private warrant liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
17,064,800
|
|
|
$
|
17,064,800
|
|
Total fair value of liabilities
|
|
$
|
34,362,000
|
|
|
$
|
-
|
|
|
$
|
17,064,800
|
|
|
$
|
51,426,800
|
|
Transfers to/from Levels 1, 2, and 3 are recognized
at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a
Level 1 fair value measurement in December 2020, upon trading of the Public Warrants in an active market.
Level 1 assets include
investments money market funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, benchmark
yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
The initial and subsequent fair value of the Private
Warrants and the initial fair value of the Public Warrants issued in connection with the private placement and initial public offering,
respectively, have been measured using a binomial lattice model in an option pricing framework. The fair value of the Public Warrants
has subsequently been determined using listed prices in an active market for such warrants. For the three months ended June 30, 2021,
the Company recognized a benefit to the unaudited condensed statement of operations resulting from a decrease in the fair value of liabilities
of approximately $19.4 million, which is presented as a change in fair value of derivative warrant liabilities on the accompanying unaudited
condensed statement of operations.
FIRSTMARK HORIZON ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
The estimated fair value of the Private Placement
Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a binomial
lattice model in an option pricing framework are assumptions related to expected stock-price volatility, the probability of a successful
business combination, term, risk-free interest rate and dividend yield. For the initial fair value estimates, the Company estimates volatility
based on the constituents of a broad-based stock price index reflecting the potential merger targets, and including a probability of a
successful business combination. For subsequent fair value measurements, the Company estimates the volatility of its common stock based
on the implied volatility derived from the traded prices of the Public Warrants which includes a probability of successful business combination.
The probability of a successful business combination as of the initial measurement date is based on industry studies and the Company’s
best estimates. The risk-free interest rate is based on the term-matched U.S. Treasury yield curve as of the measurement dates. The term
of the warrants is equal to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates
remaining at zero.
The following table provides quantitative information
regarding Level 3 fair value measurements inputs as their measurement dates:
|
|
As of
December 31,
2020
|
|
|
As of
June 30,
2021
|
|
|
|
|
|
|
|
|
Option term (in years)
|
|
|
5
|
|
|
|
5
|
|
Volatility
|
|
|
33.90
|
%
|
|
|
22.70
|
%
|
Risk-free interest rate
|
|
|
0.47
|
%
|
|
|
0.95
|
%
|
Dividend Yield
|
|
|
0
|
%
|
|
|
0
|
%
|
The change in the fair value of the warrant liabilities,
measured using Level 3 inputs, for the three months and six months ended June 30, 2021 is summarized as follows:
Derivative warrant liabilities at January 1, 2021
|
|
$
|
51,426,800
|
|
Issuance of Public and Private Warrants, Level 3 measurements
|
|
|
-
|
|
Transfer of Public Warrants to Level 1
|
|
|
(21,390,000
|
)
|
Change in fair value of derivative warrant liabilities, Level 3
|
|
|
(19,414,130
|
)
|
Derivative warrant liabilities - Level 3, at March 31, 2021
|
|
$
|
10,622,670
|
|
Change in fair value of derivative warrant liabilities, Level 3
|
|
|
(137,070
|
)
|
Derivative warrant liabilities - Level 3, at June 30, 2021
|
|
$
|
10,485,600
|
|
9. Subsequent Events.
The Company evaluated subsequent events and transactions
that occurred up to the date the unaudited condensed financial statements were available to be issued. The Company did not identify any
subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.