Dearbonization Plus Acquisition Corporation
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
Related Party Loans
On September 12, 2017, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000
to cover expenses related to the Initial Public Offering pursuant to a promissory note (the Note). This loan is non-interest bearing and payable on the earlier of December 31, 2020 (as
amended) or the completion of the Initial Public Offering (the Maturity Date). On September 13, 2017, the Company drew down $300,000 on this Note. On October 21, 2020, the Company paid back the Sponsor for the full amount of
the outstanding Note. The Note is no longer available to the Company.
In addition to the Note, the Sponsor paid certain costs related to formation and
offering for the Company. Costs in the amount of $219,022 were forgiven by the Sponsor in December 2019 and have been recorded within additional paid-in capital.
As of June 30, 2021, and December 31, 2020, the Company owed the Sponsor $3,375,977 and $1,324,257, respectively, for additional expenses paid on
its behalf, of which $0 and $0 at June 30, 2021 and December 31, 2020, respectively are related to the Working Capital Loans.
Related Party
Note
On July 16, 2021, the Company and the Sponsor entered into a note agreement, whereby the Sponsor agreed to loan the Company an aggregate of
$1,500,000 to cover working capital requirements. The note agreement converted at the business combination date into 1,500,000 additional private placement warrants.
Advance from Related Party
As of October 22, 2020,
the Sponsor and affiliate of the Companys chief executive officer advanced $600,000 to the Company to cover the purchase of additional Private Placement Warrants if the over-allotment is exercised in full. Simultaneously with the closing of
the sale of the Over-allotment Units, the Company utilized the advance from the Sponsor and the affiliate of the Companys chief executive officer to issue an additional 514,500 Private Placement Warrants at a price of $1.00 per Private
Placement Warrant (see Note 2 for further information regarding the accounting treatment of the Private Placement Warrants). The over-allotment option expired on December 3, 2020, resulting in the return of $85,500 of the advancement not
utilized. As of June 30, 2021 and December 31, 2020, there were no advances outstanding.
Administrative Support Agreement
The Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support.
Upon completion of the Initial Business Combination or the Companys liquidation, the Company will cease paying these monthly fees. For the three months ended and six months ended June 30, 2021, the Company incurred $30,000 and $60,000,
respectively, of monthly fees to the affiliate of the Sponsor, of which $60,000 remained outstanding at June 30, 2021. There were no such fees for the three and six months ended June 30, 2020, and no amounts due at December 31, 2020.
Working Capital Loans
In addition, in order to finance
transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required
(Working Capital Loans). If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans. In the event that an Initial 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. If the Sponsor makes any working capital loans, up to $1,500,000 of such loans may
be converted into warrants of the post business combination entity at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and
exercise period. As of June 30, 2021 and December 31, 2020, the Company had $0 and $0 borrowings under the Working Capital Loans.
13