NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Lead
Edge Growth Opportunities, Ltd (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company
on December 16, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).
The
Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. 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 commenced any operations. All activity for the period from December 16, 2020 (inception) through
September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which
is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company
will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The
registration statement for the Company’s Initial Public Offering was declared effective on March 22, 2021. On March 25, 2021, the
Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary
shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $300,000,000, which is described
in Note 4. On April 13, 2021, in connection with the underwriters fully exercising the over-allotment option, an additional 4,500,000
Units were sold at $10.00 per Unit, generating gross proceeds of $45,000,000.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 5,666,667 warrants (the “Private Placement
Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Lead Edge SPAC Management, LLC (the “Sponsor”),
generating gross proceeds of $8,500,000, which is described in Note 5. On April 13, 2021, in connection with the underwriters’
fully exercising the over-allotment option, an additional 600,000 Private Placement Warrants were sold to the Sponsor.
Transaction
costs amounted to $19,602,647, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $627,647
of other offering costs.
Following
the closing of the Initial Public Offering on March 25, 2021 and the exercise of the over-allotment on April 13, 2021, an amount of $345,000,000
($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement
Warrants was placed in a trust account (the “Trust Account”) located in the United States and will be invested only in U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market
fund, which invest only in direct U.S. government treasury obligations, meeting certain conditions of Rule 2a-7 of the Investment Company
Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination; (ii) the redemption of any Public
Shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Certificate of Incorporation
(A) 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 the Public Shares if the Company does not complete a Business Combination within 24 months
from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or
pre-initial business combination activity; and (iii) the distribution of the Trust Account, as described below.
LEAD
EDGE GROWTH OPPORTUNITIES, LTD
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more
operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below)
(excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company
will only complete a Business Combination if the post-Business Combination 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 business sufficient for it not to be required
to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully
effect a Business Combination.
The
Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a
portion of their public shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek
shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public
Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated
as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest
(which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain
limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their
shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7).
There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
The
Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company
seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires
the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote
is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant
to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the
Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information
as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval
in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 7) and any Public Shares
purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder
may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a Business
Combination.
Notwithstanding
the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
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 Company’s prior written consent.
The
Sponsor has agreed (a) to waive its redemption rights with respect to any 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 Memorandum and Articles
of Association (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 the Public Shares if the Company does not complete a Business Combination
within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights
or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their
Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number
of then issued and outstanding Public Shares.
LEAD
EDGE GROWTH OPPORTUNITIES, LTD
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
The
Company will have until March 25, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company
has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten 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
earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public
Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board
of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with
respect to the Company’s 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 rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will
receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its
respective affiliates acquire Public Shares, 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. The underwriters have agreed to waive their rights
to their deferred underwriting commission (see Note 7) 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent
any claims by a third party (other than 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, 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, if less than $10.00 per Public Share, due to
reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not
apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as 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, 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 (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.
LEAD
EDGE GROWTH OPPORTUNITIES, LTD
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
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. During
the quarter ended September 30, 2021, the Company determined that at the closing of the Company’s Initial Public Offering (including
the sale of the shares issued pursuant to the exercise of the underwriters’ overallotment) it had improperly classified its Class
A ordinary shares subject to possible redemption at the closing of the Company’s Initial Public Offering and the closing of the
sale of shares pursuant to the exercise of the underwriters’ overallotment during the quarter ended June 30, 2021. The Company previously
determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary
shares while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined
that the Class A ordinary shares issued during the Initial Public Offering 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. Therefore,
management concluded that temporary equity should include all Class A ordinary shares subject to possible redemption, resulting in the
Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification
adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class
A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated
deficit and Class A ordinary shares.
In connection with the change in presentation
for the Class A ordinary shares subject to redemption, the Company also revised its earnings per share calculation to allocate net income
(loss) evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome,
in which case, both classes of ordinary shares 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:
Balance Sheet as of March 31, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares subject to possible redemption
|
|
$
|
268,827,780
|
|
|
$
|
31,172,220
|
|
|
$
|
300,000,000
|
|
Class A ordinary shares
|
|
$
|
312
|
|
|
$
|
(312
|
)
|
|
$
|
—
|
|
Additional paid-in capital
|
|
$
|
5,513,710
|
|
|
$
|
(5,513,710
|
)
|
|
$
|
—
|
|
Accumulated deficit
|
|
$
|
(514,878
|
)
|
|
$
|
(25,658,198
|
)
|
|
$
|
(26,173,076
|
)
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,007
|
|
|
$
|
(31,172,220
|
)
|
|
$
|
(26,172,213
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet as of June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares subject to possible redemption
|
|
$
|
306,440,190
|
|
|
$
|
38,559,810
|
|
|
$
|
345,000,000
|
|
Class A ordinary shares
|
|
$
|
386
|
|
|
$
|
(386
|
)
|
|
$
|
—
|
|
Additional paid-in capital
|
|
$
|
9,014,726
|
|
|
$
|
(9,014,726
|
)
|
|
$
|
—
|
|
Accumulated deficit
|
|
$
|
(4,015,969
|
)
|
|
$
|
(29,544,698
|
)
|
|
$
|
(33,560,667
|
)
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,006
|
|
|
$
|
(38,559,810
|
)
|
|
$
|
(33,559,804
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of Class A ordinary shares subject to possible redemption
|
|
$
|
269,035,016
|
|
|
$
|
(269,035,016
|
)
|
|
$
|
—
|
|
Change in value of Class A ordinary shares subject to possible redemption
|
|
$
|
(207,236
|
)
|
|
$
|
207,236
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Cash Flows for the Three Months Ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of Class A ordinary shares subject to possible redemption
|
|
$
|
269,035,010
|
|
|
$
|
(269,035,010
|
)
|
|
$
|
—
|
|
Change in value of Class A ordinary shares subject to possible redemption
|
|
$
|
37,405,180
|
|
|
$
|
(37,405,180
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations for the three months ended March 31, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A ordinary shares
|
|
|
30,000,000
|
|
|
|
(27,666,667
|
)
|
|
|
2,333,333
|
|
Basic and diluted net loss per common share, Class A ordinary shares
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
|
$
|
(0.05
|
)
|
Weighted average shares outstanding of Class B ordinary shares
|
|
|
7,500,000
|
|
|
|
—
|
|
|
|
7,500,000
|
|
Basic and diluted net loss per common share, Class B ordinary shares
|
|
$
|
(0.07
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations for the three months ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A ordinary shares
|
|
|
33,900,000
|
|
|
|
—
|
|
|
|
33,900,000
|
|
Basic and diluted net loss per common share, Class A ordinary shares
|
|
$
|
—
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.08
|
)
|
Weighted average shares outstanding of Class B ordinary shares
|
|
|
8,475,000
|
|
|
|
—
|
|
|
|
8,475,000
|
|
Basic and diluted net loss per common share, Class B ordinary shares
|
|
$
|
(0.41
|
)
|
|
$
|
0.33
|
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations for the six months ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A ordinary shares
|
|
|
33,581,633
|
|
|
|
(15,464,966
|
)
|
|
|
18,116,667
|
|
Basic and diluted net loss per common share, Class A ordinary shares
|
|
$
|
—
|
|
|
$
|
(0.15
|
)
|
|
$
|
(0.15
|
)
|
Weighted average shares outstanding of Class B ordinary shares
|
|
|
8,062,500
|
|
|
|
(8,333
|
)
|
|
|
8,070,833
|
|
Basic and diluted net loss per common share, Class B ordinary shares
|
|
$
|
(0.50
|
)
|
|
$
|
0.35
|
|
|
$
|
(0.15
|
)
|
LEAD
EDGE GROWTH OPPORTUNITIES, LTD
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
NOTE
3. SUMMARY OF 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 Article 8 of 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 periods presented.
The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on
March 24, 2021. The interim results for the three and nine 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
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 independent registered public accounting
firm 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 shareholder 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 liability. Such estimates may be subject to change as more current information becomes
available and accordingly the actual results could differ significantly from those estimates.
LEAD EDGE GROWTH OPPORTUNITIES, LTD
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
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 did not have any cash equivalents
as of September 30, 2021 and December 31, 2020.
Offering Costs
Offering costs consisted of legal, accounting
and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs
were 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 allocated to warrant liabilities were expensed as incurred in the statements of operations.
Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity upon the completion of the
Initial Public Offering.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480
“Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a
liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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, ordinary shares are classified as shareholders’
equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s
control and subject to occurrence of uncertain future events. Accordingly, shares of Class A ordinary shares subject to possible
redemption are presented as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance
sheets.
The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each
reporting period.
At September 30, 2021, the Class A ordinary shares
reflected in the condensed balance sheet are reconciled in the following table:
Gross proceeds
|
|
$
|
345,000,000
|
|
Less:
|
|
|
|
|
Proceeds allocated to Public Warrants
|
|
$
|
(11,557,500
|
)
|
Class A ordinary shares issuance costs
|
|
|
(19,014,001
|
)
|
Plus:
|
|
|
|
|
Accretion of carrying value to redemption value
|
|
$
|
30,571,501
|
|
|
|
|
|
|
Class A ordinary shares subject to possible redemption
|
|
$
|
345,000,000
|
|
Warrant and Forward Purchase Agreement (“FPA”)
Assets and Liabilities
The Company accounts for the warrants and FPA
in accordance with the guidance contained in ASC 815-40, under which the warrants and FPA do not meet the criteria for equity treatment
and must be recorded as liabilities. Accordingly, the Company classifies the warrants and FPA as assets or liabilities at their fair value
and adjust the warrants and FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance
sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants
and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model and the FPA
liability is valued based on the value of the ordinary shares and warrants as compared to the purchase price adjusted for the probability
of a Business Combination.
Income Taxes
The Company accounts for income taxes under ASC
Topic 740, “Income Taxes,” which 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’s management determined
that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits
and no amounts accrued for interest and penalties. 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 considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
LEAD EDGE GROWTH OPPORTUNITIES, LTD
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Net Income (Loss) per Ordinary Share
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net
income (loss) by the weighted average number of ordinary share outstanding for the period. The Company applies the two-class method in
calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary share is excluded from earnings per
share as the redemption value approximates fair value.
The calculation of diluted income (loss) per share
does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement
since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,891,667
Class A ordinary shares in the aggregate. For the three and nine months ended September 30, 2021, the Company did not have any dilutive
securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of
the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the
periods presented.
The following table reflects the calculation of
basic and diluted net income per ordinary share (in dollars, except share amounts):
|
|
Three Months Ended
September 30, 2021
|
|
|
Nine Months Ended
September 30, 2021
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Basic and diluted net income per ordinary share
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net income, as adjusted
|
|
$
|
9,776,596
|
|
|
$
|
2,444,149
|
|
|
$
|
6,094,324
|
|
|
$
|
2,115,452
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares
outstanding
|
|
|
34,500,000
|
|
|
|
8,625,500
|
|
|
|
23,594,891
|
|
|
|
8,190,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income per ordinary share
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
(1)
|
For
the three and nine months ended September 30, 2021, basic and diluted shares are the same as there are no non-redeemable securities that
are dilutive to the Company’s shareholders.
|
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal
Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes
the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
The fair value of the Company’s assets and
liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying
amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature other than the warrant liabilities
(see Note 10).
LEAD EDGE GROWTH OPPORTUNITIES, LTD
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
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.
|
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 Financial Instruments
The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic
815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as assets or liabilities, the
derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes
in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments
should be recorded as assets or liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are
classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument
could be required within 12 months of the balance sheet date.
Recent Accounting Standards
In August 2020, FASB issued Accounting Standards
Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial
instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from
convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an
entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that
are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the
requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied
on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing
the impact, if any, that ASU 2020-06 would have on its 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 Company’s unaudited
condensed financial statements.
NOTE 4. PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company
sold 30,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fourth of
one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary
share at an exercise price of $11.50 per whole share (see Note 9). On April 13, 2021, in connection with the underwriters fully exercising
the over-allotment option, an additional 4,500,000 Units were sold at $10.00 per Unit, generating gross proceeds of $45,000,000.
NOTE 5. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Sponsor purchased an aggregate of 5,666,667 Private Placement Warrants at a price of $1.50 per Private Placement
Warrant, for an aggregate purchase price of $8,500,000, in a private placement. On April 13, 2021, in connection with the underwriters
fully exercising the over-allotment option, an additional 600,000 Private Placement Warrants were sold to the Sponsor. Each Private Placement
Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9).
A portion of the proceeds from the Private Placement Warrants were added to the 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 proceeds from the sale of the
Private Placement Warrants 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.
LEAD EDGE GROWTH OPPORTUNITIES, LTD
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
NOTE 6. RELATED PARTY TRANSACTIONS
Founder Shares
In December 2020, the Sponsor paid $25,000
to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder
Shares”). The Founder Shares include an aggregate of up to 1,125,000 shares that were subject to forfeiture depending on the extent
to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted
basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters
fully exercised the over-allotment option on April 13, 2021; thus, these 1,125,000 Founder Shares are no longer subject to forfeiture.
The Sponsor has agreed, subject to limited exceptions,
not to transfer, assign or sell any of the Founder Shares until the earlier of: (A) one year after the completion of a Business Combination
and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds
$12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date
on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders
having the right to exchange their Class A ordinary shares for cash, securities or other property.
Administrative Services Agreement
The Company entered into an agreement, commencing
on March 22, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate
of the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support services. For the three and
nine months ended September 30, 2021, the Company incurred no fees for these services.
Promissory Note — Related Party
On December 16, 2020, the Company issued an unsecured
promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal
amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of June 30, 2021 and the completion of
the Initial Public Offering. The outstanding balance under the Promissory Note of $182,390 was repaid at the closing of the Initial Public
Offering on March 25, 2021.
Related Party Loans
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 would 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. 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 up to an additional 1,000,000 Private Placement 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, there were no amounts outstanding under the Working Capital Loans.
LEAD EDGE GROWTH OPPORTUNITIES, LTD
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
NOTE 7. COMMITMENTS
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.
Registration and Shareholders Rights
Pursuant to a registration rights agreement entered
into on March 22, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion
of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants
that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder
rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled
to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain
“piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business
Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement
filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case
of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying
such warrants, 30 days after the completion a Business Combination. The registration rights agreement does not contain liquidating
damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day
option to purchase up to 4,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting
discounts and commissions. The underwriters fully exercised the over-allotment option on April 13, 2021.
The underwriters are entitled to a deferred fee
of $0.35 per Unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters’ over-allotment option is
exercised in full). 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.
Forward Purchase Agreement
In connection with the consummation of the Initial
Public Offering, the Company entered into a forward purchase agreement with Lead Edge Capital V, LP, a Delaware limited partnership (“LEC
V”), which provides for the purchase of up to $50,000,000 of units, with each unit consisting of one Class A ordinary share
and one-fourth of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price
of $10.00 per unit, in a private placement to occur concurrently with the closing of the Business Combination. The obligations under the
forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the public shareholders. The forward
purchase securities will be issued only in connection with the closing of the Business Combination. The proceeds from the sale of forward
purchase securities may be used as part of the consideration to the sellers in the Company’s initial business combination, expenses
in connection with the Business Combination or for working capital in the post-transaction company.
LEAD EDGE GROWTH OPPORTUNITIES, LTD
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
NOTE 8. SHAREHOLDERS’ EQUITY
Preference Shares — The Company
is authorized to issue 1,000,000 preference shares with a par value of $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 September 30, 2021 and December
31, 2020, there were no preference shares issued and outstanding.
Class A Ordinary Shares —
The Company is authorized to issue 350,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A
ordinary shares are entitled to one vote for each share. At September 30, 2021, there were 21,926,003 shares of Class A ordinary shares
issued and outstanding, which are presented as temporary equity. At December 31, 2020, there were no shares of Class A ordinary shares
issued or outstanding.
Class B Ordinary Shares —
The Company is authorized to issue 35,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B
ordinary shares are entitled to one vote for each share. As of September 30, 2021 and December 31, 2020, there were 8,625,000 Class B
ordinary shares issued and outstanding, of which an aggregate of up to 1,125,000 shares were subject to forfeiture depending on the extent
to which the underwriters’ over-allotment option was exercised, so that the number of Class B ordinary shares would equal 20%
of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters fully exercised the
over-allotment option on April 13, 2021; thus, these 1,125,000 Founder Shares are no longer subject to forfeiture.
Holders of the Class B ordinary shares are
the only shareholders of the company that will have the right to vote on the appointment of directors prior to the Business Combination.
Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted
to a vote of shareholders, except as required by law.
The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio
such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of Propose Public
Offering, plus (ii) the total number of Class A ordinary shares 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 Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A
ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued
to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event
will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
NOTE 9. WARRANT LIABILITIES
As of September 30, 2021, there were 8,625,000
Public Warrants outstanding. As of December 31, 2020 there were no Public Warrants outstanding. Public Warrants may only be exercised
for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become
exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of
the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon
redemption or liquidation.
The Company will not be obligated to deliver any
Class A ordinary shares 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 ordinary shares underlying the warrants is then effective
and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid
exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A
ordinary share upon exercise of a warrant unless the Class A ordinary share 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.
LEAD EDGE GROWTH OPPORTUNITIES, LTD
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
The Company has agreed that as soon as practicable,
but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts
to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable
upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within
60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current
prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement;
provided that if the Class A ordinary shares 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, the Company will not be required to file or maintain
in effect a registration statement, but the Company 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. If a registration statement covering the Class A ordinary shares
issuable upon exercise of the warrants is not effective by the 60th 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, but the Company 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.
Redemption of warrants when the price per Class A
ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants
(except as described 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 closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
|
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.
Redemption of warrants when the price per Class A
ordinary share 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 based on the redemption date and the fair market value of the Class A ordinary shares;
|
|
●
|
if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption of the warrant holders; and
|
|
●
|
if the closing price of the Class A ordinary shares 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 is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.
|
If the Company calls the Public Warrants for redemption,
as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on
a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon
exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend
or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted
for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash
settle the Public 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 Public Warrants will not receive any of such funds with respect to their Public
Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such
Public Warrants. Accordingly, the Public Warrants may expire worthless.
LEAD EDGE GROWTH OPPORTUNITIES, LTD
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
In addition, if (x) the Company issues additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our the Business
Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue
price to be determined in good faith by the 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 Business Combination on the date of the consummation of the Company’s initial
business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A
ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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, 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,
and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value
and the Newly Issued Price.
At September 30, 2021, there were 6,266,667 Private
Placement Warrants outstanding. As of December 31, 2020, there were no Private Placement Warrants outstanding. The Private Placement Warrants
are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants
and the Class A ordinary shares issuable upon the 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 exercisable on a cashless basis and be non-redeemable, except as described above, 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 and exercisable by such holders
on the same basis as the Public Warrants.
NOTE 10. FAIR VALUE MEASUREMENTS
The Company classifies its U.S. Treasury and equivalent
securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities
are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.
At September 30, 2021, assets held in the Trust
Account were comprised of $288 in cash and $345,032,846 in U.S. Treasury Bills. During the three and nine months ended September 30, 2021,
the Company did not withdraw interest income from the Trust Account. There were no amounts held in trust at December 31, 2020.
The following table presents information about
the Company’s gross holding gains and fair value of held-to-maturity securities at September 30, 2021:
|
|
|
Held-To-Maturity
|
|
Level
|
|
|
Amortized Cost
|
|
|
Gross Holding Gain (Loss)
|
|
|
Fair Value
|
|
September 30,
2021
|
|
|
U.S. Treasury Bill (Matures on 12/23/2021)
|
|
|
1
|
|
|
$
|
345,032,846
|
|
|
$
|
(5,017
|
)
|
|
$
|
345,027,829
|
|
LEAD EDGE GROWTH OPPORTUNITIES, LTD
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31,
2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description
|
|
Level
|
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Derivative Liability - FPA
|
|
|
3
|
|
|
$
|
85,000
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability – Public Warrants
|
|
|
1
|
|
|
$
|
6,037,500
|
|
|
$
|
—
|
|
Warrant Liability – Private Placement Warrants
|
|
|
2
|
|
|
$
|
4,386,667
|
|
|
$
|
—
|
|
The Warrants and FPA were accounted for as assets
or liabilities in accordance with ASC 815-40 and are presented within Derivative liability-FPA and warrant liabilities on the accompanying
September 30, 2021 condensed balance sheet. The warrant liabilities and FPA are measured at fair value at inception and on a recurring
basis, with changes in fair value presented within change in fair value in the accompanying unaudited condensed statements of operations.
The Private Placement Warrants and the Public
Warrants for periods where no observable traded price was available were valued using a binomial lattice model and the FPA liability is
valued based on the value of the ordinary shares and warrants as compared to the purchase price adjusted for the probability of a Business
Combination. At September 30, 2021, the Private Placement Warrants transferred to Level 2 due to the use of an observable market quote
for a similar asset in an active market. At September 30, 2021, The FPA liability is classified as Level 3 due to use of unobservable
inputs. At September 30, 2021, the Public Warrants are valued using their observable trading price. Changes in fair value measurements
categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded
as appropriate.
The following table presents the changes in the
fair value of warrant liabilities classified as Level 3 of the fair value hierarchy:
|
|
Public
|
|
|
Private Placement
|
|
|
Warrant
Liabilities
|
|
Fair value as of December 31, 2020
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Initial measurement on March 25, 2021
|
|
|
10,050,000
|
|
|
|
7,593,334
|
|
|
|
17,643,334
|
|
Change in fair value
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Fair value as of March 31,2021
|
|
|
10,050,000
|
|
|
$
|
7,593,334
|
|
|
$
|
17,643,334
|
|
Initial Measurement of Over-Allotment
|
|
|
1,507,500
|
|
|
|
804,000
|
|
|
|
2,311,500
|
|
Change in fair value
|
|
|
2,415,000
|
|
|
|
1,754,667
|
|
|
|
4,169,667
|
|
Transfer to Level 1
|
|
|
(13,972,500
|
)
|
|
|
—
|
|
|
|
(13,972,500
|
)
|
Fair value as of June 30, 2021
|
|
$
|
—
|
|
|
$
|
10,152,001
|
|
|
$
|
10,152,001
|
|
Change in fair value
|
|
|
—
|
|
|
|
(5,765,334
|
)
|
|
|
(5,765,334
|
)
|
Transfer to Level 2
|
|
|
—
|
|
|
|
(4,386,667
|
)
|
|
|
(4,386,667
|
)
|
Fair value as of September 30, 2021
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
LEAD EDGE GROWTH OPPORTUNITIES, LTD
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Transfers to/from Levels 1, 2 and 3 are recognized
at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Private
Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the nine months ended September 30, 2021 was
$4,386,667. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement
during the nine months ended September 30, 2021 was $13,972,500.
The following table presents the changes in the fair value of FPA Derivative
liability:
|
|
FPA Derivative
|
|
Fair value as of December 31, 2020
|
|
$
|
—
|
|
Initial measurement on March 25, 2021
|
|
|
(286,000
|
)
|
Change in fair value
|
|
|
371,000
|
|
Fair Value as of September 30, 2021
|
|
$
|
(85,000
|
)
|
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review,
the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements,
other than the restatement discussed in Note 2.