The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
NOTE 1 — DESCRIPTION OF
ORGANIZATION AND BUSINESS OPERATIONS
Bridgetown Holdings Limited
(the “Company”) was incorporated in the Cayman Islands on May 27, 2020. The Company was formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(the “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.
All activity through June
30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which
is described below. The Company will not generate any operating revenues until after the completion of its initial 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 October 15, 2020. On October 20, 2020 the Company consummated
the Initial Public Offering of 55,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in
the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $550,000,000 which is described in
Note 3.
Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”)
at a price of $1.50 per Private Placement Warrant in a private placement to Bridgetown LLC (the “Sponsor”), generating gross
proceeds of $9,000,000, which is described in Note 4.
On October 29, 2020, the
Company consummated the sale of an additional 4,499,351 Units, at $10.00 per Unit, and the sale of an additional 449,936 Private Placement
Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $45,668,412.
Transaction costs amounted
to $26,628,771, consisting of $8,174,902 of underwriting fees, net of $2,724,968 reimbursed from the underwriters (see Note 5), $17,849,805
of deferred underwriting fees and $604,064 of other offering costs.
Following the closing of
the Initial Public Offering on October 20, 2020 and the partial exercise of the underwriters over-allotment on October 29, 2020, an amount
of $594,993,510 ($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 was invested 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 selected by the Company 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 and (ii) the distribution of the funds held in the Trust Account, as described
below.
The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private
Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial
Business Combination must be with one or more target businesses that have an aggregate fair market value of at least 80% of the assets
held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account)
at the time of the signing of a definitive agreement in connection with the initial Business Combination. The Company will only complete
a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of
the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company will provide
the holders of its issued and outstanding Public Shares (the “public shareholders”) 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 general 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.
BRIDGETOWN HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
The public shareholders
will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business
days prior to the consummation of the Business Combination, (initially $10.00 per Public Share, plus any pro rata interest earned on
the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding public shares. The
per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting
commissions the Company will pay to the underwriters (as discussed in Note 5). 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 either immediately prior to or upon such
consummation of a Business Combination 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 by applicable law or stock exchange listing requirements and
the Company does not decide to hold a shareholder vote for business or other 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 U.S. Securities and Exchange
Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however,
shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides
to obtain shareholder 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 shareholder approval in connection with
a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 4) and Public Shares held by it 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 proposed Business Combination.
Notwithstanding the foregoing,
if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer
rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that 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 prior consent of the Company.
The Company may waive this restriction in its sole discretion.
The Sponsor and the Company’s
officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by
them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the
Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s
Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to
allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a
Business Combination by October 20, 2022 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial
business combination activity.
The Company will have until
October 20, 2022 to complete a Business Combination (the “Combination Period”). 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 on the funds held in the Trust Account and
not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses and which
interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely
extinguish public shareholders’ rights 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 shareholders
and the Company’s 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 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 Initial Public Offering, 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 5) held in the Trust Account in
the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be
included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event
of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than the
Initial Public Offering price per Unit ($10.00).
BRIDGETOWN HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
In order to protect the
amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party
(except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company,
or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the
Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date
of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may
be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and
all rights to seek access to the Trust Account and except 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”). 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 for
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 and Going Concern Consideration
As of June 30, 2021, the
Company had $1,232,340 in its operating bank account, and a working capital deficiency of approximately $1,891,466.
The Company's liquidity
needs up to June 30, 2021 were satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for
the issuance of the Founder Shares, advances from related party of $917,418 as of June 30, 2021 (see Note 4) and the proceeds from the
consummation of the private placement not held in the Trust Account. In addition, in order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but
are not obligated to, provide the Company Working Capital Loans (defined below, see Note 4).
Management has determined
that the Company has access to funds from the Sponsor, and the Sponsor has the financial wherewithal to fund the Company, that are sufficient
to fund its working capital needs until the consummation of a Business Combination or for a minimum of one year from the date of issuance
of the financial statements. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying
and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating a Business
Combination (including the pending Business Combination).
NOTE 2 — 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 Securities and Exchange Commission (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 Annual Report on Form 10-K/A, as filed with the
SEC on June 24, 2021 The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results
to be expected for the year ending December 31, 2021 or for any future periods.
BRIDGETOWN HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
Emerging Growth Company
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and 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 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. 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 did not have
any cash equivalents as of June 30, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account
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 sheets and adjusted for the amortization or accretion of
premiums or discounts.
BRIDGETOWN HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
Warrant Liability
The Company accounts for
warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms
and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability
pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether
the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net
cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This
assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly
period end date while the warrants are outstanding.
For issued or modified warrants
that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants
are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.
The public warrants for periods where no observable traded price was available are valued using a Monte Carlo Simulation. The Private
Placement Warrants are valued using a Modified Black Scholes Model.
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, at June 30, 2021 and December 31, 2020, Class A ordinary
shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s
balance sheets.
Offering Costs
Offering costs consist of
underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial
Public Offering. Offering costs amounting to $26,027,055 were charged to shareholders’ equity upon the completion of the Initial
Public Offering and $826,684 of the offering costs were related to the warrant liabilities and charged to the statement of operations.
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 June 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.
BRIDGETOWN HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
Net Income (Loss) Per Ordinary Share
Net income (loss) per share
is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation
of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii)
the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon
the occurrence of future events.
The Company’s statement
of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar
to the two-class method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is
calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary
shares outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable ordinary shares is calculated
by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class
B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these
shares do not have any redemption features and do not participate in the income earned on the Trust Account.
The following table reflects
the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
For the
Period From
May 27,
2020
(inception)
through
June 30,
|
|
|
|
2021
|
|
|
2021
|
|
|
2020
|
|
Redeemable Class A Ordinary Shares
|
|
|
|
|
|
|
|
|
|
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
|
|
|
|
|
|
|
|
|
|
Interest Income
|
|
$
|
52,347
|
|
|
$
|
214,037
|
|
|
$
|
—
|
|
Net Earnings
|
|
$
|
52,347
|
|
|
$
|
214,037
|
|
|
$
|
—
|
|
Denominator: Weighted Average Redeemable Class A Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Class A Ordinary Shares, Basic and Diluted
|
|
|
59,499,351
|
|
|
|
59,499,351
|
|
|
|
1
|
|
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Redeemable Class B Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: Net Income minus Redeemable Net Earnings – Basic and Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
17,602,940
|
|
|
$
|
59,553,341
|
|
|
$
|
(5,000
|
)
|
Redeemable Net Earnings
|
|
|
(52,347
|
)
|
|
|
(214,037
|
)
|
|
|
—
|
|
Non-Redeemable Net Income – Basic and Diluted
|
|
$
|
17,550,593
|
|
|
$
|
59,339,304
|
|
|
$
|
(5,000
|
)
|
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Redeemable Class B Ordinary Shares, Basic and Diluted
|
|
|
14,874,838
|
|
|
|
14,874,838
|
|
|
|
1
|
|
Income (Loss)/Basic and Diluted Non-Redeemable Class B Ordinary
Shares
|
|
$
|
1.18
|
|
|
$
|
3.99
|
|
|
$
|
(5,000
|
)
|
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 Depository Insurance Corporation Coverage limit of $250,000. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.
BRIDGETOWN HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
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,” approximates
the carrying amounts represented in the Company’s condensed balance sheet, primarily due to their short-term nature, except for
the warrant liabilities (see Note 8).
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 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 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, the Financial
Accounting Standards Board (“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 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public
Offering, the Company sold 59,499,351 Units, at a purchase price of $10.00 per Unit, inclusive of 4,499,351 Units sold to the underwriters
on October 29, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one
Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the
holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).
BRIDGETOWN HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
NOTE 4 — RELATED PARTY
TRANSACTIONS
Founder Shares
In July 2020, the Sponsor
purchased 2,875,000 Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. On July 20,
2020, the Company declared a share dividend of one share for each Class B ordinary share in issue, on September 22, 2020, the Company
effected a share dividend of 1.5 shares for each Class B ordinary share in issue and on October 13, 2020, the Company effected a share
dividend of 0.1 shares for each Class B ordinary share in issue, resulting in the Sponsor holding an aggregate of 15,812,500 Founder Shares.
On September 22, 2020, the Sponsor transferred 1,819,875 Founder Shares to the Company’s Chief Executive Officer, 575,000 Founder
Shares to an affiliate of the Sponsor and 5,000 Founder Shares to each of the Company’s independent directors and a senior advisor.
All share and per-share amounts have been retroactively restated to reflect the share transactions.
The Founder Shares included
an aggregate of up to 2,062,500 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option
was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding
ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment
option on October 29, 2020 and the forfeiture of the remaining over-allotment option, a total of 1,124,838 Founder Shares are no longer
subject to forfeiture and 937,662 Founder Shares were forfeited, resulting in an aggregate of 14,874,838 Founder Shares issued and outstanding.
The Sponsor has agreed, subject
to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion
of the Company’s Business Combination or (ii) subsequent to a Business Combination, (x) if the last sale price of the Company’s
Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations,
rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after the Company’s Business Combination or (y) the date following the completion of a Business Combination on
which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of
the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Private Placement
Simultaneously with the closing
of the Initial Public Offering, the Sponsor purchased 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. On October 29, 2020, in connection with the underwriters’ election to partially exercise
their over-allotment option, the Company sold an additional 449,936 Private Placement Warrants, at a price of $1.50 per Private Placement
Warrant, generating gross proceeds of $674,902. 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 7). 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.
Advances from Related Party
As of June 30, 2021 and December
31, 2020, the Sponsor paid for certain offering and other operating costs on behalf of the Company in connection with the Initial Public
Offering amounting to $917,418 and $902,517, respectively. The advances are non-interest bearing and due on demand.
Promissory Note — Related
Party
On July 9, 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 (i) December
31, 2020 or (ii) the completion of the Initial Public Offering. As of June 30, 2021 and December 31, 2020, there was $300,000 and $300,000,
respectively, outstanding under the Promissory Note, which is currently due on demand.
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 (the “Working Capital Loans”). If the
Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be
repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business
Combination 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. Such warrants would be identical to the Private Placement Warrants.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. As of June 30, 2021 and December 31 2020, the Company had no outstanding borrowings under the Working Capital Loans.
BRIDGETOWN HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
NOTE 5 — COMMITMENTS AND
CONTINGENCIES
Risks and Uncertainties
Management continues to evaluate
the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative
effect on the Company’s financial position, its results of 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 Rights
Pursuant to a registration
and shareholders rights agreement entered into on October 15, 2020, 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 or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares)
will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of
the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after
conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short
form demands, that the Company register 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 and rights to require the Company
to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain
liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. In addition,
if affiliates of the Sponsor acquire Units in the Initial Public Offering they would become affiliates (as defined in the Securities Act)
of the Company following the Initial Public Offering and any securities they acquire will be control securities under Rule 144 and may
not be resold unless pursuant to an effective registration statement or exemption from registration under the Securities Act.
Underwriting Agreement
The underwriters are entitled
to a deferred fee of $0.30 per Unit, or $17,849,805 in the aggregate. A portion of such amount, not to exceed 25% of the total amount
of the deferred underwriting commissions held in the Trust Account, may be re-allocated or paid to affiliated or unaffiliated third parties
that assist the Company in consummating a Business Combination. The election to re-allocate or make any such payments to affiliated or
unaffiliated third parties will be solely at the discretion of the Company’s management team, and such unaffiliated third parties
will be selected by the management team in their sole and absolute discretion. 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. The Company may, in its sole discretion, pay up to an additional 1.25% in the aggregate of deferred underwriting
commissions to one or more of the underwriters based on the underwriters’ performance during the Business Combination process.
In connection with the closing
of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option on October 29, 2020, the underwriters
paid the Company an aggregate of $2,724,968 to reimburse certain of the Company’s expenses and fees in connection with the Initial
Public Offering. Such fee represented an amount equal to 0.5% of the gross proceeds of the Initial Public Offering, after deducting the
greater of $50 million and 35% of the gross proceeds of the Initial Public Offering to the extent received from Units purchased by the
Sponsor or its affiliates and certain investors identified by the Sponsor to the underwriters.
FWD, an affiliate of the
Sponsor, purchased an aggregate of $50,000,000 of the Units in the Initial Public Offering. The underwriters did not receive any upfront
cash underwriting commissions on such Units.
NOTE 6 — 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. At June 30, 2021 and December
31, 2020, there were no preference shares issued or outstanding.
Class A Ordinary Shares—The
Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s
Class A ordinary shares are entitled to one vote for each share. At June 30, 2021 and December 31, 2020, there were 7,864,377 and 13,819,711
Class A ordinary shares issued and outstanding, excluding 51,634,974 and 45,679,640 Class A ordinary shares subject to possible redemption,
respectively.
Class B Ordinary Shares—The
Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares
are entitled to one vote for each share. At June 30, 2021 and December 31, 2020, there were 14,874,838 Class B ordinary shares issued
and outstanding.
BRIDGETOWN HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
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; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior
to the Company’s initial Business Combination.
Unless otherwise provided
in a Business Combination, the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business
Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities,
are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination,
the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority
of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or
deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in
the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class
A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares
or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants
issued to the Sponsor or its affiliates upon conversion of loans made to the Company).
NOTE 7 — WARRANTS
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 Initial Public
Offering or (b) 30 days after the completion of a Business Combination. The Public Warrants will expire five years after 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 Public Warrant and will have no obligation to settle such Public
Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying
the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations
with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated
to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered
or qualified under the securities laws of the state of the exercising holder, or an exemption is available.
The Company has agreed that
as soon as practicable, but in no event later than 15 business days after the closing of the Company’s Business Combination, the
Company will use its best efforts to file, and within 60 business days following the Business Combination to have declared effective,
a registration statement covering the Class A ordinary shares 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. No warrants will be exercisable
for cash unless the Company has an effective and current registration statement covering the Class A ordinary shares issuable upon exercise
of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement
covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation
of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period
when the Company shall has failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the
exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another
exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.
Notwithstanding the above,
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 will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Once the warrants become
exercisable, the Company may redeem the Public 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 reported last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends to the notice of redemption to the warrant holders.
|
BRIDGETOWN HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
If and when the warrants
become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants
is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration
or qualification.
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.
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 a
Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 its Class A ordinary shares during
the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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
are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) 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 saleable
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 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 8 — FAIR VALUE MEASUREMENTS
At June 30, 2021, assets
held in the Trust Account were comprised of $1,097 in cash and $595,333,013 in U.S. Treasury securities. At December 31, 2020, assets
held in the Trust Account were comprised of $2,288 in cash and $595,117,785 in U.S. Treasury securities.
The following table presents
information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020
and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains
and fair value of held-to-maturity securities at June 30, 2021 and December 31, 2020 are as follows:
|
|
|
Held-To-Maturity
|
|
Level
|
|
|
Amortized
Cost
|
|
|
Gross
Holding
Gain
|
|
|
Fair Value
|
|
June 30, 2021
|
|
|
U.S. Treasury Securities (Mature on 8/10/2021)
|
|
1
|
|
|
$
|
595,333,013
|
|
|
$
|
(19,780
|
)
|
|
$
|
595,313,233
|
|
December 31, 2020
|
|
|
U.S. Treasury Securities (Mature on 4/22/2021)
|
|
1
|
|
|
$
|
595,117,785
|
|
|
$
|
58,339
|
|
|
$
|
595,176,124
|
|
BRIDGETOWN HOLDINGS LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
The following table presents
information about the Company’s liabilities that are measured at fair value on a recurring basis at June 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
|
|
June 30,
2021
|
|
|
December 31,
2020
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Warrant Liability – Public Warrants
|
|
1
|
|
$
|
39,666,234
|
|
|
$
|
87,067,384
|
|
Warrant Liability – Private Placement Warrants
|
|
3
|
|
$
|
14,576,855
|
|
|
$
|
29,089,211
|
|
The Warrants were accounted
for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities
are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of
warrant liabilities in the consolidated statement of operations.
The measurement of the Public
Warrants as of June 30, 2021 and December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active
market.
Level 3 financial liabilities consist of the Private Placement Warrant
liability for which there is no current market for these securities such that the determination of fair value requires significant judgment
or estimation. 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 Company estimates the volatility of its ordinary shares based
on historical volatility of select peer companies 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 remaining at zero.
The fair value of the Private
Placement Warrants was estimated at June 30, 2021 and December 31, 2020 to be $2.26 and $4.51, respectively, using the modified Black-Scholes
option pricing model and the following assumptions:
|
|
June 30,
2021
|
|
|
December 31,
2020
|
|
Risk-free interest rate
|
|
|
0.96
|
%
|
|
|
0.47
|
%
|
Time to expiration, in Years
|
|
|
5.51
|
|
|
|
5.25
|
|
Expected volatility
|
|
|
27.3
|
%
|
|
|
19.4
|
%
|
Exercise price
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
Stock Price
|
|
$
|
10.12
|
|
|
$
|
15.48
|
|
The following table presents
the changes in the fair value of Private Placement Warrant liability:
|
|
Private Placement
|
|
Fair value as of December 31, 2020
|
|
$
|
29,089,211
|
|
Change in valuation inputs or other assumptions
|
|
|
(14,512,356
|
)
|
Fair value as of June 30, 2021
|
|
$
|
14,576,855
|
|
There were no transfers in
or out of Level 3 during the three and six months ended June 30, 2021.
Level 3 financial liabilities
consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination
of fair value requires significant judgment or estimation. 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.
NOTE 9 — SUBSEQUENT EVENTS
The Company evaluated subsequent
events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company
did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.