Item
1. Financial Statements
FOREST
ROAD ACQUISITION CORP. II
CONDENSED BALANCE SHEETS
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
|
|
(Unaudited)
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash
|
|
$
|
941,196
|
|
|
$
|
—
|
|
Prepaid
expenses
|
|
|
210,027
|
|
|
|
—
|
|
Deferred
offering costs
|
|
|
—
|
|
|
|
42,500
|
|
Total
current assets
|
|
|
1,151,223
|
|
|
|
42,500
|
|
Prepaid
expenses – non-current
|
|
|
91,545
|
|
|
|
—
|
|
Investments
held in trust account
|
|
|
350,019,180
|
|
|
|
—
|
|
Total
noncurrent assets
|
|
|
350,110,725
|
|
|
|
—
|
|
Total
assets
|
|
$
|
351,261,948
|
|
|
$
|
42,500
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
145,575
|
|
|
$
|
5,811
|
|
Taxes
payable
|
|
|
150,000
|
|
|
|
—
|
|
Promissory
note – related party
|
|
|
—
|
|
|
|
12,500
|
|
Total
current liabilities
|
|
|
295,575
|
|
|
|
18,311
|
|
Warrant
liabilities
|
|
|
14,925,898
|
|
|
|
—
|
|
Deferred
underwriters’ discount payable
|
|
|
12,250,000
|
|
|
|
—
|
|
Total
liabilities
|
|
|
27,471,473
|
|
|
|
18,311
|
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
|
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|
Class A common stock subject to possible redemption, $0.0001 par value; 35,000,000 and 0 shares issued and outstanding at redemption value of $10.00 per share at September 30, 2021 and December 31, 2020, respectively
|
|
|
350,000,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
Equity (Deficit):
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
|
|
—
|
|
|
|
—
|
|
Class A common stock, $0.0001 par value; 300,000,000 shares authorized, none issued and outstanding, excluding 35,000,000 shares subject to redemption at September 30, 2021
|
|
|
—
|
|
|
|
—
|
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,750,000 and 8,768,750 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
|
|
|
875
|
|
|
|
877
|
|
Additional
paid-in capital
|
|
|
—
|
|
|
|
24,123
|
|
Accumulated
deficit
|
|
|
(26,210,400
|
)
|
|
|
(811
|
)
|
Total
stockholders’ equity (deficit)
|
|
|
(26,209,525
|
)
|
|
|
24,189
|
|
Total
liabilities and stockholders’ equity (deficit)
|
|
$
|
351,261,948
|
|
|
$
|
42,500
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements.
FOREST
ROAD ACQUISITION CORP. II
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
Three
Months Ended
September 30,
2021
|
|
|
Nine
Months Ended
September 30,
2021
|
|
Formation
and operating costs
|
|
$
|
381,691
|
|
|
$
|
635,665
|
|
Loss
from operations
|
|
|
(381,691
|
)
|
|
|
(635,665
|
)
|
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
|
|
|
|
|
|
Decrease
in fair value of warrant liabilities
|
|
|
4,671,166
|
|
|
|
11,882,367
|
|
Loss
on sale of private placement warrants
|
|
|
—
|
|
|
|
(4,376,708
|
)
|
Offering
cost allocated to issuance of warrants
|
|
|
—
|
|
|
|
(754,694
|
)
|
Interest
income on investments held in trust account
|
|
|
8,823
|
|
|
|
19,180
|
|
Total
other income
|
|
|
4,679,989
|
|
|
|
6,770,145
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
$
|
4,298,298
|
|
|
$
|
6,134,480
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding - Class A common stock
|
|
|
35,000,000
|
|
|
|
25,897,436
|
|
Basic
and diluted net income per share of common stock – Class A common stock
|
|
$
|
0.10
|
|
|
$
|
0.18
|
|
Weighted
average shares outstanding - Class B common stock
|
|
|
8,750,000
|
|
|
|
8,754,808
|
|
Basic
and diluted net income per share of common stock – Class B common stock
|
|
$
|
0.10
|
|
|
$
|
0.18
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements.
FOREST
ROAD ACQUISITION CORP. II
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
|
|
Common Stock
|
|
|
Additional
|
|
|
Retained Earnings
|
|
|
Total Stockholders’
|
|
|
|
Class B
|
|
|
Paid-In
|
|
|
(Accumulated
|
|
|
Equity
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit)
|
|
|
(Deficit)
|
|
Balance as of January 1,
2021
|
|
|
8,768,750
|
|
|
$
|
877
|
|
|
$
|
24,123
|
|
|
$
|
(811
|
)
|
|
$
|
24,189
|
|
Forfeiture of 18,750 shares
|
|
|
(18,750
|
)
|
|
|
(2
|
)
|
|
|
2
|
|
|
|
—
|
|
|
|
—
|
|
Accretion
of Class A common stock subject to possible redemption
|
|
|
—
|
|
|
|
—
|
|
|
|
(24,125
|
)
|
|
|
(32,344,069
|
)
|
|
|
(32,368,194
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(554,415
|
)
|
|
|
(554,415
|
)
|
Balance as of March 31, 2021
|
|
|
8,750,000
|
|
|
$
|
875
|
|
|
$
|
—
|
|
|
$
|
(32,899,295
|
)
|
|
$
|
(32,898,420
|
)
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,390,597
|
|
|
|
2,390,597
|
|
Balance as of June 30, 2021
|
|
|
8,750,000
|
|
|
$
|
875
|
|
|
$
|
—
|
|
|
$
|
(30,508,698
|
)
|
|
$
|
(30,507,823
|
)
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,298,298
|
|
|
|
4,298,298
|
|
Balance as of September
30, 2021
|
|
|
8,750,000
|
|
|
$
|
875
|
|
|
$
|
—
|
|
|
$
|
(26,210,400
|
)
|
|
$
|
(26,209,525
|
)
|
The
accompanying notes are an integral part of these unaudited condensed financial statements.
FOREST
ROAD ACQUISITION CORP. II
CONDENSED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
Cash
Flows from Operating Activities:
|
|
|
|
Net
income
|
|
$
|
6,134,480
|
|
Adjustments
to reconcile net income to net cash used in operating activities:
|
|
|
|
|
Interest
earned on trust account
|
|
|
(19,180
|
)
|
Change
in fair value of warrant liabilities
|
|
|
(11,882,367
|
)
|
Loss
on sale of private placement warrants
|
|
|
4,376,708
|
|
Offering
costs allocated to warrants
|
|
|
754,694
|
|
Changes
in current assets and current liabilities:
|
|
|
|
|
Prepaid
expenses
|
|
|
(301,572
|
)
|
Taxes
payable
|
|
|
150,000
|
|
Accounts
payable and accrued expenses
|
|
|
139,764
|
|
Net
cash used in operating activities
|
|
|
(647,473
|
)
|
|
|
|
|
|
Cash
Flows from Investing Activities:
|
|
|
|
|
Investment
of cash into trust account
|
|
|
(350,000,000
|
)
|
Net
cash used in investing activities
|
|
|
(350,000,000
|
)
|
|
|
|
|
|
Cash
Flows from Financing Activities:
|
|
|
|
|
Proceeds
from sale of common stock to initial stockholders
|
|
|
343,000,000
|
|
Proceeds
from issuance of private placement warrants
|
|
|
9,000,000
|
|
Proceeds
from issuance of promissory note
|
|
|
96,892
|
|
Repayment
of promissory note to related party
|
|
|
(109,392
|
)
|
Payments
of offering costs
|
|
|
(398,831
|
)
|
Net
cash provided by financing activities
|
|
|
351,588,669
|
|
|
|
|
|
|
Net
Change in Cash
|
|
|
941,196
|
|
Cash
– Beginning of period
|
|
|
—
|
|
Cash
– Ending of period
|
|
$
|
941,196
|
|
|
|
|
|
|
Supplemental
disclosure of noncash financing activities:
|
|
|
|
|
Accretion
of carrying value to redemption value
|
|
$
|
32,368,194
|
|
Deferred
underwriters’ discount payable charged to additional paid-in capital
|
|
$
|
12,250,000
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements.
FOREST
ROAD ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
1 — Organization and Business Operations
Organization
and General
Forest
Road Acquisition Corp. II (the “Company”) was incorporated in Delaware on December 23, 2020. The Company was formed for the
purpose of entering into 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 not limited to a specific industry or sector for
purposes of consummating a Business Combination; however, the Company intends to concentrate its efforts on identifying businesses in
the technology, media and telecommunications industry. The Company is an early stage and emerging growth company and, as such, the Company
is subject to all of the risks associated with early stage and emerging growth companies.
As
of September 30, 2021, the Company had not yet commenced any operations. All activity through September 30, 2021, relates to the Company’s
formation, the initial public offering (“IPO”) described below, and identifying a target company for a Business Combination.
The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company
will generate non-operating income in the form of interest income on investments from the proceeds derived from the IPO.
The
Company’s sponsor is Forest Road Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”).
The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”)
on March 9, 2021 (the “Effective Date”). On March 12, 2021, the Company consummated the IPO of 35,000,000 units
(the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”),
including the issuance of 4,500,000 Units as a result of the underwriters’ partial exercise of their over-allotment option.
Each Unit consists of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant entitling
its holder to purchase one share of Class A common stock at a price of $11.50 per share. The Units were sold at an offering price
of $10.00 per Unit, generating gross proceeds of $350,000,000 (Note 4).
Simultaneously
with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with the Sponsor of an aggregate
of 6,000,000 warrants (“Private Placement Warrants”) to purchase Class A common stock, each at a price of $1.50 per
Private Placement Warrant, generating total proceeds of $9,000,000 (Note 5).
Transaction
costs amounted to $19,665,838, consisting of $7,000,000 of underwriting discount, $12,250,000 of deferred underwriters’
fee and $415,838 of other offering costs.
Trust
Account
Following
the closing of the IPO on March 12, 2021, an amount of $350,000,000 ($10.00 per Unit) from the net proceeds of the sale of
the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which
was invested in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act
of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, until
the earlier of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares properly
submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation, or (c) the redemption of the
Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing
of the IPO (the “Combination Period”).
Initial
Business Combination
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale
of the 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 a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value
equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes,
if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive
agreement in connection with its initial Business Combination. However, the Company will only complete a Business Combination if the
post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an
interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment
Company Act.
The
Company will provide its holders of the outstanding Public Shares (the “public stockholders”) 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. The public stockholders will be
entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00
per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s
warrants.
The
Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior
to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted
are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the
Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated
Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant
to the tender offer rules of the 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 applicable law or stock exchange rules, or the Company decides to obtain
stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with
a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6), and any Public Shares purchased during
or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares
irrespective of whether they vote for or against the proposed transaction or do not vote at all.
Notwithstanding
the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender
offer rules, the Amended and Restated 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% or more of the Public Shares, without the prior consent of the Company. The Sponsor
has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the
completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i)
to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial
Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with
respect to any other provision relating to stockholders’ rights (including redemption 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.
There
will be no redemption rights or liquidating distributions with respect to the Private Placement Warrants, which will expire worthless
if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation
rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However,
if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the
Trust Account if the Company fails to complete a Business Combination within the Combination Period.
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 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, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share
and (2) the actual 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, less taxes payable, provided that such liability will not apply to claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under
the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable
against a third party, the 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 (except the Company’s independent registered public accounting firm), prospective target businesses
and 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.
Liquidity
As
of September 30, 2021, the Company had cash outside the Trust Account of $941,196 available for working capital needs. All remaining
cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is
restricted for use either in a Business Combination or to redeem common stock. As of September 30, 2021, none of the funds in the Trust
Account was available to be withdrawn as described above.
The
Company anticipates that the $941,196 held outside of the Trust Account as of September 30, 2021 will be sufficient to allow the Company
to operate for at least the next 12 months from the issuance of the unaudited condensed financial statements, assuming that a Business
Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds
not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the Sponsor, the Company’s
officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition
candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar
locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting
the target business to acquire and structuring, negotiating and consummating the Business Combination.
The
Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.
However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating Business Combination
is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to
the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors,
or third parties. None of the Sponsor, officers or directors is under any obligation to advance funds to, or to invest in, the Company.
If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could
include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead
expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at
all.
Risks
and Uncertainties
Management
is continuing 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 the financial statements. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Note
2 — Restatement of Previously Issued Financial Statements
In
connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should
restate its previously reported financial statements. The Company previously determined the Class A common stock subject to possible
redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration its Amended
and Restated Certificate of Incorporation’s requirement that a redemption cannot result in net tangible assets being less than
$5,000,001. Upon review of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification
of the Class A common stock and determined that the Class A common stock issued during the IPO and pursuant to the exercise of the underwriters’
overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s
control under ASC 480-10-S99. Therefore, management concluded that the temporary equity should include all Class A common stock subject
to possible redemption, resulting in the Class A common stock subject to possible redemption being classified as temporary equity in
its entirety. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This
resulted in a restatement to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded
to additional paid-in capital (to the extent available), retained earnings (accumulated deficit) and Class A common stock.
In
connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its earnings
per share calculation to allocate net income (loss) pro rata to Class A common stock subject to redemption and those that are not subject
to redemption. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common
stock share pro rata in the income (loss) of the Company.
There
has been no change in the Company’s total assets, liabilities or operating results.
The
impact of the restatement on the Company’s financial statements is reflected in the following table:
Unaudited
Balance Sheet as of March 31, 2021
|
|
As
Reported
|
|
|
Restatement
|
|
|
As
Restated
|
|
Common Stock
Subject to Possible Redemption
|
|
$
|
312,101,570
|
|
|
$
|
37,898,430
|
|
|
$
|
350,000,000
|
|
Class A Common Stock, $0.0001 Par Value
|
|
|
379
|
|
|
|
(379
|
)
|
|
|
-
|
|
Additional Paid in Capital
|
|
|
5,553,983
|
|
|
|
(5,553,983
|
)
|
|
|
-
|
|
Accumulated Deficit
|
|
|
(555,226
|
)
|
|
|
(32,344,068
|
)
|
|
|
(32,899,294
|
)
|
Total Stockholders’
Equity (Deficit)
|
|
$
|
5,000,011
|
|
|
$
|
(37,898,430
|
)
|
|
$
|
(32,898,419
|
)
|
Number of Shares Subject
to Redemption
|
|
|
31,210,157
|
|
|
|
3,789,843
|
|
|
|
35,000,000
|
|
Unaudited
Statement of Operations
For the three months ended March 31, 2021
|
|
As
Reported
|
|
|
Restatement
|
|
|
As
Restated
|
|
Weighted Average
Shares Outstanding, Redeemable Class A Common Stock
|
|
|
30,000,000
|
|
|
|
(22,222,222
|
)
|
|
|
7,777,778
|
|
Weighted Average Shares
Outstanding, Class B Common Stock
|
|
|
8,764,583
|
|
|
|
209
|
|
|
|
8,764,792
|
|
Basic
and Diluted Net Loss Per Share - Redeemable Shares of Class A Common Stock
|
|
$
|
-
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
)
|
Basic
and Diluted Net Loss Per Share - Non-Redeemable Shares of Class B Common Stock
|
|
$
|
(0.06
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.03
|
)
|
Unaudited
Balance Sheet as of June 30, 2021
|
|
As
Reported
|
|
|
Restatement
|
|
|
As
Restated
|
|
Common Stock
Subject to Possible Redemption ($)
|
|
$
|
314,492,172
|
|
|
$
|
35,507,828
|
|
|
$
|
350,000,000
|
|
Class A Common Stock, $0.0001 par value
|
|
|
355
|
|
|
|
(355
|
)
|
|
|
-
|
|
Additional Paid in Capital
|
|
|
3,163,405
|
|
|
|
(3,163,405
|
)
|
|
|
-
|
|
Accumulated Deficit
|
|
|
1,835,371
|
|
|
|
(32,344,068
|
)
|
|
|
(30,508,697
|
)
|
Total Stockholders’
Equity (Deficit)
|
|
$
|
5,000,006
|
|
|
$
|
(35,507,828
|
)
|
|
$
|
(30,507,822
|
)
|
Number of Shares Subject
to Redemption
|
|
|
31,449,217
|
|
|
|
3,550,783
|
|
|
|
35,000,000
|
|
Unaudited
Statement of Operations
For the three and six months ended June 30, 2021
|
|
As
Reported
|
|
|
Restatement
|
|
|
As
Restated
|
|
Three
Months Ended June 30, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Shares Outstanding, Redeemable Class A Common Stock
|
|
|
30,000,000
|
|
|
|
5,000,000
|
|
|
|
35,000,000
|
|
Basic
and Diluted Net Income Per Share - Redeemable Shares of Class A Common Stock
|
|
$
|
-
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
Basic
and Diluted Net Income Per Share - Non-Redeemable Shares of Class B Common Stock
|
|
$
|
0.27
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.05
|
|
Six
Months Ended June 30, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Shares Outstanding, Redeemable Class A Common Stock
|
|
|
30,000,000
|
|
|
|
(8,535,912
|
)
|
|
|
21,464,088
|
|
Weighted
Average Shares Outstanding, Non-redeemable Class B Common Stock
|
|
|
8,757,355
|
|
|
|
(104
|
)
|
|
|
8,757,251
|
|
EPS
- Redeemable Shares of Class A Common Stock
|
|
$
|
-
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
EPS
- Non-Redeemable Shares of Class B Common Stock
|
|
$
|
0.21
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.06
|
|
Note
3 — Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in
accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.
Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results
of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments,
consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and
cash flows for the period presented.
The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus filed with
the SEC on March 11, 2021, its quarterly report on Form 10-Q for the quarter ended March 31, 2021 and filed with the SEC on May 24, 2021,
and its quarterly report on Form 10-Q for the quarter ended June 30, 2021 and filed with the SEC on August 13, 2021. The interim results
for the three months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December
31, 2021 or for any future periods.
Emerging
Growth Company Status
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, 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 a 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 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. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of the 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 financial statements and the reported amounts of revenues 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 financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates
included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject
to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
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 $941,196 and $0 cash and did not have any cash equivalents as of September 30, 2021 and December 31, 2020, respectively.
Investments
Held in Trust Account
At
September 30, 2021, the assets held in the Trust Account were money market funds. During the three months ended September 30, 2021, the
Company did not withdraw any interest income from the Trust Account to pay its tax obligations.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000. At September 30, 2021, the Company had
not experienced losses on this account and management believes the Company is not exposed to significant risk on such account.
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 ASC Topic 480 “Distinguishing
Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption (if any) are classified
as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including 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, common stock is 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 September 30, 2021, 35,000,000 shares
of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’
equity section of the Company’s condensed balance sheets.
Net
Income per Share of Common Stock
The
Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses
are shared pro rata between the two classes of stock. The 13,000,000 shares of common stock underlying the outstanding warrants of the
Company were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are
contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per share of common stock is the
same as basic net income per share of common stock for the periods. The table below presents a reconciliation of the numerator and denominator
used to compute basic and diluted net income per share for each class of common stock:
|
|
For
the
three months ended
September 30,
2021
|
|
|
For
the
nine months ended
September 30,
2021
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Basic
and diluted net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation
of net income
|
|
$
|
3,438,638
|
|
|
$
|
859,660
|
|
|
$
|
4,584,618
|
|
|
$
|
1,549,862
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
shares outstanding
|
|
|
35,000,000
|
|
|
|
8,750,000
|
|
|
|
25,897,436
|
|
|
|
8,754,808
|
|
Basic
and diluted net income per share
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
Offering
Costs
The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expense of
Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs that are directly related to the IPO.
Offering costs amounting to $19,691,331 (consisting of $7,000,000 in underwriting commissions, $12,250,000 of deferred underwriters’
fee and $441,331 of other offering costs) were incurred, of which $754,694 was allocated to warrants and expensed and $18,911,144 were
charged to temporary equity.
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 815-15. The classification of derivative instruments, including
whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.
The
Company accounts for its 13,000,000 warrants (including 7,000,000 Public Warrants (as defined below) and 6,000,000 Private Placement
Warrants) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments
as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement
at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statement of
operations. The fair value of warrants issued by the Company in connection with the Private Placement has been estimated using Black-Scholes
Option Pricing Method at each measurement date.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards
Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented
in the condensed balance sheets.
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” 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 September 30, 2021 and December 31, 2020, the deferred taxes were de minimis.
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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30,
2021. 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
Accounting Standards
The
Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted,
would have a material effect on the Company’s unaudited condensed financial statements.
Note
4 — Initial Public Offering
On
March 12, 2021, the Company sold 35,000,000 Units at a price of $10.00 per Unit, including the issuance of 4,500,000 Units
as a result of the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of Class A
common stock, par value $0.0001 per share and one-fifth of one redeemable warrant (each, a “Public Warrant”).
Each whole 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 8). The Company paid an underwriting discount at the closing of the IPO of $7,000,000.
All
of the 35,000,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the
redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in
connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate
of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in
ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified
outside of permanent equity.
If
it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption
value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable,
if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur
and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes
changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion
from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against
additional paid-in capital and accumulated deficit.
As
of September 30, 2021, the shares of common stock reflected on the balance sheet were reconciled in the following table:
Gross
proceeds from IPO
|
|
$
|
350,000,000
|
|
Less:
|
|
|
|
|
Proceeds
allocated to Public Warrants
|
|
|
(13,431,557
|
)
|
Common
stock issuance costs
|
|
|
(18,936,637
|
)
|
Plus:
|
|
|
|
|
Accretion
of carrying value to redemption value
|
|
|
32,368,194
|
|
Contingently
redeemable common stock
|
|
$
|
350,000,000
|
|
Note
5 — Private Placement
Simultaneously
with the closing of the IPO, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants, at a price of $1.50 per
Private Placement Warrant, for an aggregate purchase price of $9,000,000. Each Private Placement Warrant is exercisable to purchase one
share of Class A common stock at $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added
to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination
Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of
the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.
Note
6 — Related Party Transactions
Founder
Shares
On
December 23, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 5,750,000 shares
of the Company’s Class B common stock (the “Founder Shares”). On February 17, 2021, the Company effected
a 0.5 for 1 stock dividend for each share of Class B common stock outstanding, resulting in an aggregate of 8,625,000 shares
of Class B common stock issued and outstanding. On March 9, 2021, the Company effected a 0.0166667 for 1 stock dividend for
each share of Class B common stock outstanding, resulting in an aggregate of 8,768,750 shares of Class B common stock issued
and outstanding. The Founder Shares included an aggregate of up to 1,143,750 shares subject to forfeiture by the Sponsor
to the extent that the underwriters’ over-allotment was not exercised in full. On March 12, 2021, the underwriters partially exercised
their over-allotment option, hence, 1,125,000 Founder Shares were no longer subject to forfeiture, and 18,750 Founder
Shares were forfeited. As a result, the number of shares of Class B common stock outstanding at March 12, 2021 was 8,750,000.
Promissory
Note — Related Party
The
Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory
note was non-interest bearing, unsecured and due on the earlier of June 30, 2021 or the closing of the IPO. The balance of $109,392 was
paid in full during the year and draw down requests on the principal of the promissory note are no longer available following June 30,
2021.
Administrative
Service Fee
The
Company has agreed, commencing on the effective date of the IPO through the earlier of the Company’s consummation of a Business
Combination or its liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, administrative and
support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying
these monthly fees. The amount of the administrative service fee for the three and nine months ended September 30, 2021 was $30,000 and
$66,000, respectively.
Related
Party Loans
In
addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to,
loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the
Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working
Capital Loans may 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. 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. The Working Capital Loans would either be repaid
upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 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. As of September 30, 2021 and December 31, 2020, no Working Capital Loans were outstanding.
Note
7 — Commitments & Contingencies
Registration
Rights
The
holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and
any shares of Class A 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 a registration rights
agreement signed on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder
Shares, only after conversion to shares of Class A common stock). The holders of at least 15% of the then outstanding-number of
these securities will be entitled to make up to three demands, excluding short-form registration demands, that the Company register such
securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing
of any such registration statements.
Underwriting
Agreement
On
March 12, 2021, the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $7,000,000.
In
addition, $0.35 per unit, or approximately $12,250,000 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.
Note
8 — Warrants
Public
Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only
whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the IPO and
(b) 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any shares of Class A
common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus
relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable
and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of
Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities
laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no
event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration
statement, under the Securities Act, registering the Class A common stock issuable upon exercise of the warrants. The Company will
use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration
statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business
day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement
and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
Notwithstanding
the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange
such that it satisfies 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, the Company will not be required to file or
maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the
extent an exemption is not available. Redemption of warrants for cash. Once the warrants become exercisable, the Company may call the
warrants for redemption:
Redemption
of warrants for cash. Once the warrants become exercisable, the Company may call the warrants for redemption:
|
●
|
in
whole and not in part;
|
|
●
|
at
a price of $0.01 per warrant;
|
|
●
|
upon
not less than 30 days’ prior written notice of redemption to each warrant holder;
and
|
|
●
|
if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders.
|
If
and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.
If
the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise
the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number
of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a
stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not
be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required
to net cash settle the warrants. 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.
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 a 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 a Business Combination on the date of the consummation of a 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 after the
day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share,
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, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal
to 180% of the higher of the Market Value and the Newly Issued Price.
The
Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private
Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable,
assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and
will be entitled to certain registration rights (see Note 7). Additionally, the Private Placement Warrants will be exercisable for cash
or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their
permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees,
the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same
basis as the Public Warrants.
Note
9 — Stockholders’ Equity
Preferred
Stock — The Company is authorized to issue a total of 1,000,000 shares of preferred stock at par value of
$0.0001 each. At September 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 a total of 300,000,000 shares of Class A common stock
at par value of $0.0001 each. As of September 30, 2021 and December 31, 2020, there were no shares of Class A common stock issued
or outstanding, excluding 35,000,000 and 0 shares subject to possible redemption, respectively.
Class
B Common Stock — The Company is authorized to issue a total of 20,000,000 shares of Class B common stock
at par value of $0.0001 each. At September 30, 2021 and December 31, 2020, there were 8,750,000 and 8,768,750 shares
of Class B common stock issued and outstanding, respectively.
Holders
of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of
stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A
common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares
of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number
of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted
basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to
any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A
common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed
issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A
common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or
to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, officers or directors
upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one
basis.
Note
10 — 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. 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;
|
|
●
|
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.
|
Investments
Held in Trust Account
As
of September 30, 2021, the investments in the Company’s Trust Account consisted of $350.0 million in U.S. Money Market
funds. The Company considers all investments with original maturities of more than three months but less than one year to
be short-term investments.
Recurring
Fair Value Measurements
The
Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1
inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s initial value of the warrant
liability was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with
less volume and transaction frequency than active markets and classified as level 3.
In
April 2021, the Public Warrants began trading on the New York Stock Exchange and the Public Warrants were reclassified as Level 1 due
to the use of an observable market price of these warrants.
The
Company utilizes a Black-Scholes Option Pricing Model to value the Private Placement Warrants at each reporting period, with changes
in fair value recognized in the condensed statement of operations. The estimated fair value of the Private Placement Warrant liability
is determined using Level 3 inputs.
The
aforementioned warrant liabilities are not subject to qualified hedge accounting.
The
following table presents fair value information as of September 30, 2021 of the Company’s financial the valuation techniques
the Company utilized to determine such fair value.
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
held in Trust Account - U.S. Money Market
|
|
$
|
350,019,180
|
|
|
$
|
350,019,180
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public
warrant liability
|
|
|
6,090,000
|
|
|
|
6,090,000
|
|
|
|
—
|
|
|
|
—
|
|
Private
placement warrant liability
|
|
|
8,835,898
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,835,898
|
|
|
|
$
|
14,925,898
|
|
|
$
|
6,090,000
|
|
|
$
|
—
|
|
|
$
|
8,835,898
|
|
The
following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair
value:
Fair
value as of December 31, 2020
|
|
$
|
—
|
|
Initial
measurement on March 12, 2021
|
|
|
26,808,265
|
|
Transfer
of public warrants to Level 1 measurement
|
|
|
(9,765,000
|
)
|
Change
in fair value
|
|
|
(8,207,367
|
)
|
Fair
Value as of September 30, 2021
|
|
$
|
8,835,898
|
|
Transfers
to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology
occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as
of April 30, 2021.
Inherent
in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate
and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the
expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant
date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent
to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
The
following table provides quantitative information regarding Level 3 fair value measurements:
|
|
At
September 30,
2021
|
|
Stock
price
|
|
$
|
9.75
|
|
Strike
price
|
|
$
|
11.50
|
|
Term
(in years)
|
|
|
5
|
|
Volatility
|
|
|
22.2
|
%
|
Risk-free
rate
|
|
|
0.98
|
%
|
Dividend
yield
|
|
|
0.0
|
%
|
Note
11 — Subsequent Events
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed
financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than the restatement
discussed in Note 2, that would have required adjustment or disclosure in the unaudited condensed financial statements.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References
to the “Company,” “us,” “our” or “we” refer Forest Road Acquisition Corp. II. The following
discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial
statements and related notes included herein.
Cautionary
Note Regarding Forward-Looking Statements
All
statements other than statements of historical fact included in this report including, without limitation, statements under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business
strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this report,
words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and
similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting
on the Company’s behalf are qualified in their entirety by this paragraph.
This
Management’s Discussion and Analysis of Financial Condition has been restated to give effect to the financial statements as of
March 31, 2021 and June 30, 2021. Management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification
of Public Shares. In connection with the preparation of the Company’s financial statements as of September 30, 2021, management
identified errors made in its historical financial statements where, at the closing of the Company’s IPO, the Company improperly
classified a portion of its Class A common stock subject to possible redemption. The Company previously determined the Class A common
stock subject to possible redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not
consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the
Company revised this interpretation to include temporary equity in net tangible assets. Management determined that the Class A common
stock issued during the IPO can be redeemed or become redeemable subject to the occurrence of future events considered outside of the
Company’s control. Therefore, management concluded that the redemption value should include all Class A common stock subject to
possible redemption. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality” and SEC Staff Accounting Bulletin
No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”,
management has concluded the classification error related to temporary equity and permanent equity was material to the historical financial
statements. Therefore, the Audit Committee concluded, after discussion with the Company’s management and its advisors, that the
Company’s previously issued financial statements impacted should be restated. This resulted in a restatement to temporary equity
with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set
forth below includes forward-looking statements that involve risks and uncertainties.
Results
of Operations and Known Trends or Future Events
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational
activities, those necessary to prepare for our IPO and identifying a target company for our initial Business Combination. We do not expect
to generate any operating revenues until after completion of our initial Business Combination. We generate non-operating income in the
form of interest income on cash and cash equivalents held in the Trust Account. We incur expenses as a result of being a public company
(for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective
business combination candidates.
For
the three months ended September 30, 2021, we had net income of $4,298,298. We incurred $381,691 of formation and operating costs, consisting
of general and administrative expenses. We had investment income of $8,823 from investments held in the Trust Account and a decrease
in the fair value of our warrants that generated $4,671,166 in income.
For
the nine months ended September 30, 2021, we had net income of $6,134,480. We incurred $635,665 of formation and operating costs, consisting
mostly of general and administrative expenses. We had investment income of $19,180 from investments held in the Trust Account. For the
nine months ended September 30, 2021, the change in fair value of warrants was a decrease in the liability generating $11,882,367 of
income. We recognized a loss on the sale of Private Placement Warrants of $4,376,708, resulting from the initial fair value of the Private
Placement Warrants exceeding the cash received during the private placement. We also reclassified $754,694 of offering costs that were
originally recorded against stockholders’ equity to expenses that were related to the issuance of the warrants.
Liquidity
and Capital Resources
As
of September 30, 2021, we had cash outside the Trust Account of $ 941,196 available for working capital needs. All remaining cash held
in the Trust Account is generally unavailable for our use, prior to an initial Business Combination, and is restricted for use either
in a Business Combination or to redeem common stock. As of September 30, 2021, none of the funds in the Trust Account was available to
be withdrawn as described above.
Through
September 30, 2021, our liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, advances from
the Sponsor in an aggregate amount of $12,500 and the remaining net proceeds from the IPO and the sale of the Private Placement
Warrants.
We
anticipate that the $941,196 outside of the Trust Account as of September 30, 2021 will be sufficient to allow us to operate for at least
the next 12 months from the issuance of the unaudited condensed financial statements, assuming that a Business Combination is not consummated
during that time. Until consummation of our Business Combination, we will be using the funds not held in the Trust Account, and any additional
Working Capital Loans (as defined in Note 6) from the Sponsor, our officers and directors, or their respective affiliates (which is described
in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target
businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents
and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating
the Business Combination.
We
do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However,
if our estimates of the costs of undertaking in-depth due diligence and negotiating an initial Business Combination is less
than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to the Business Combination.
Moreover, we may need to raise additional capital through loans from our Sponsor, officers, directors, or third parties. None of the
Sponsor, officers or directors is under any obligation to advance funds to, or to invest in, us. If we are unable to raise additional
capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to,
curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide any assurance that
new financing will be available to us on commercially acceptable terms, if at all.
Derivative
Warrant Liabilities
We
do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our 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 815-15. The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.
We
issued an aggregate of 13,000,000 warrants in connection with our IPO and private placement, which are recognized as derivative liabilities
in accordance with ASC 815-40. Accordingly, we recognize the warrants as liabilities at fair value and adjust the instruments to fair
value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change
in fair value is recognized in our statement of operations. The fair value of our Public Warrants is based on the closing market price
on the last day of the quarter and the fair value of our Private Placement Warrants has been estimated using a Black-Scholes Option Pricing
Model.