NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Thrive
Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 27, 2021. 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 that the Company has not yet identified (the “Initial Business Combination”).
The
Company is not limited to a particular industry or sector 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 June 30, 2022, the Company had not commenced any operations. All activity for the period from April 27, 2021 (inception) through December
31, 2021 relates to the Company’s formation and the initial public offering (“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 20, 2021. On October 25,
2021 the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A
ordinary share included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its
over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000 which is described
in Note 4.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate 9,150,000 warrants (the “Private
Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to our Sponsor, GR Sleep LLC and
Charles Urbain, generating gross proceeds of $9,150,000, which is described in Note 5.
Transaction
costs amounted to $16,408,042, consisting of $3,450,000 of underwriting discounts and commissions, $6,037,500 of deferred underwriting
fees, $585,328 of other offering costs, and $6,335,214 excess fair value of anchor investor shares.
Following
the closing of the Initial Public Offering on October 25, 2021, an amount of $175,950,000 ($10.20 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 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,
although substantially all the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an
Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together 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 income earned on the Trust Account) at the time of the agreement to enter the Initial Business Combination. Furthermore, there
is no assurance that the Company will be able to successfully effect an Initial Business Combination.
THRIVE
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
The
Company will provide the holders of the 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 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 the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer
will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required
by law or under NASDAQ rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a
majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination. In such case, the Company would
not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate
Initial Business Combination.
The
Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related
redemptions and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination.
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
(the “Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities
and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.
If, however, shareholder approval of the transaction 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 and each member of the Company’s management team, directors and special advisor have agreed
to vote its Founder Shares (as defined in Note 5) 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 the proposed transaction.
Notwithstanding
the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions in connection
with its Initial Business Combination pursuant to the tender offer rules, the Memorandum and Articles of Association provides 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 Exchange Act), will be restricted from redeeming its shares with respect
to more than an aggregate of 15% of the shares sold in our Initial Public Offering without our prior consent.
The
Sponsor and each member of the Company’s management team, directors and special advisor have agreed to waive their redemption rights
with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of the Initial Business Combination
and (ii) a shareholder vote to approve an amendment to the Memorandum and Articles of Association (A) that would modify the substance
or timing of the Company’s obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed
in connection with the Initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business
Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to the rights of holders
of the Class A ordinary shares. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class
A ordinary shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account
with respect to such shares if the Company fails to complete the Initial Business Combination within the Combination Period.
The
Company will have until January 25, 2023 to complete a Business Combination (or April 25, 2023 if the Company extends the time to
complete a business combination so long as the Sponsor or its affiliates or designees deposits into the Trust Account an additional $0.10
per unit) (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 no more than
ten business days thereafter subject to lawfully available funds therefor, 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 pay
the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholder’s rights
as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, 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, dissolve and liquidate, 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.
THRIVE
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) 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 franchise and income taxes. This liability
will not apply with respect to 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 underwriter of the Proposed 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 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
As of June 30, 2022, the Company had approximately
$295,210 in cash and working capital of $508,209. The Company’s liquidity needs through June 30, 2022 and prior to the consummation
of the Initial Public Offering were satisfied through the proceeds of $25,000 from the Sponsor to purchase Founders Shares, and loan proceeds
from the Sponsor of $300,000 under the Note (Note 6). The Company repaid the Note in full on October 25, 2021. Subsequent to the consummation
of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the
Initial Public Offering and the Private Placement held outside of the Trust Account.
The
Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans through the
Combination Period, which is within 12 months from the issuance of these financial statements. However, if our estimate of the costs
of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the
actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Initial Business Combination.
The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors,
or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time
to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital
needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital,
it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing
operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance
that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about
the Company’s ability to continue as a going concern.
Risks
and Uncertainties
The
Company continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible
that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a
target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
THRIVE
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
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 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 October 22, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the
SEC on November 2, 2021 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2022. The interim
results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending
December 31, 2022 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Section
102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a
class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such 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.
THRIVE
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
Use
of Estimates
The
preparation of 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 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. 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, 2022 and December 31, 2021. The amount held in the Trust Account is comprised
of investments in U.S. Treasury Bills. The Company accounts for its securities held in the trust account in accordance with the guidance
in ASC Topic 320 “Debt and Equity Securities” (“ASC Topic 320”). These securities are classified as trading securities
with unrealized gains/losses recognized through net income.
Offering
Costs
The
Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—
“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance
sheet date that are related to the Initial Public Offering. Offering costs are charged to shareholders’ equity or the statement
of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds
received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on October 25, 2021, offering costs totaling
$16,408,042 (consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees, $6,335,214 excess fair value of
Founder Shares and $585,328 of actual offering costs, with $1,073,648 included in accumulated deficit as an allocation for the Public
Warrants and the Private Placement Warrants, and $15,334,394 included in additional paid-in capital.
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax
assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included
the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be
realized.
ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022
and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since
inception.
The
Company is considered an exempted Cayman Islands company 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.
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.
THRIVE
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
Warrant
Liabilities
The
Company accounts for the Public Warrants and Private Placement Warrants exercisable for the Company’s ordinary shares that are
not indexed to its own shares as liabilities at fair value on the balance sheet. The Public Warrants and Private Placement Warrants are
subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense),
net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of
the exercise or expiration of the Public Warrants and Private Placement Warrants. At that time, the portion of the warrant liability
related to the Public Warrants and Private Placement Warrants will be reclassified to additional paid-in capital.
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.
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 ASC 480. 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, 2022, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary
equity, outside of the shareholders’ equity section of the Company’s balance sheet.
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. Such changes are reflected in additional paid-in capital, or in the
absence of additional capital, in accumulated deficit. On October 25, 2021, the Company recorded an accretion of $26,568,841, $6,595,054
of which was recorded in additional paid-in capital and $19,973,787 was recorded in accumulated deficit.
THRIVE
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
Class
A ordinary shares subject to possible redemption is calculated as follows:
Class A ordinary
shares subject to redemption, at redemption value as of December 31, 2021 | |
| 175,950,000 | |
Remeasurement of
Class A ordinary shares to redemption value | |
| 162,004 | |
Class
A ordinary shares subject to redemption, at redemption value as of June 30, 2022 | |
$ | 176,112,004 | |
Net
Income (Loss) Per Ordinary Share
Net
income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding
during the period. Ordinary shares subject to possible redemption at June 30, 2022, which are not currently redeemable and are not redeemable
at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate
in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants
in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and
the inclusion of such warrants would be anti-dilutive. As a result, diluted net loss per ordinary share is the same as basic net loss
per ordinary share for the periods presented.
The
Company’s statement of operations includes a presentation of net income (loss) per ordinary share subject to possible redemption
and allocates the net income (loss) into the two classes of shares in calculating net earnings (loss) per ordinary share, basic and diluted.
For redeemable Class A ordinary shares, net income (loss) per ordinary share is calculated by dividing the net loss by the weighted average
number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary
shares, net earnings (loss) per share is calculated by dividing the net loss by the weighted average number of non-redeemable Class B
ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the Founder Shares as these shares do not
have any redemption features and do not participate in the income earned on the Trust Account. As of June 30, 2022, 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.
The following
table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
| |
For the | | |
For the | |
| |
Three Months | | |
Six Months | |
| |
Ended | | |
Ended | |
| |
June 30, | | |
June 30, | |
| |
2022 | | |
2022 | |
Class A ordinary shares subject to possible redemption | |
| | |
| |
Numerator: Income attributable to Class A ordinary shares subject to possible redemption | |
| | |
| |
Net income | |
$ | 1,647,795 | | |
$ | 5,105,680 | |
Net income attributable to Class A ordinary shares subject to possible redemption | |
$ | 1,647,795 | | |
$ | 5,105,680 | |
Denominator: Weighted average Class A ordinary shares subject to possible redemption | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | |
| 17,250,000 | | |
| 17,250,000 | |
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | |
$ | 0.10 | | |
$ | 0.30 | |
| |
| | | |
| | |
Non-Redeemable Class B ordinary shares | |
| | | |
| | |
Numerator: Net income | |
| | | |
| | |
Net income | |
$ | 411,948 | | |
$ | 1,276,420 | |
Non-redeemable net income | |
$ | 411,948 | | |
$ | 1,276,420 | |
Denominator: Weighted average non-redeemable Class B ordinary shares | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares | |
| 4,312,500 | | |
| 4,312,500 | |
Basic and diluted net income per share, non-redeemable Class B ordinary shares | |
$ | 0.10 | | |
$ | 0.30 | |
THRIVE
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
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 Coverage of $250,000. The Company had not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.
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 balance sheet, primarily due to their short-term
nature.
Recent
Accounting Standards
In
August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an
Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts
to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The
Company adopted ASU 2020-06 and was effective on January 1, 2022. The Company has assessed the impact, if any, that ASU 2020-06 would
have on its financial position, results of operations or cash flows and determined that there is no impact as of June 30, 2022.
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 financial statements.
NOTE 3.
PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 17,250,000 Units, which includes a full exercise by the underwriters of their over-allotment
option in the amount of 2,250,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share of the Company,
par value $0.0001 per share (the “Class A ordinary shares”) and one-half of one redeemable warrant of the Company (“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 7).
NOTE 4.
PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Sponsor, GR Sleep LLC and Charles Urbain purchased an aggregate of 9,150,000 Private
Placement Warrants at a price of $1.00 per Private Placement Warrant (including 900,000 Private Placement Warrants purchased in connection
with the exercise of the underwriters’ over-allotment option) from the Company in a private placement that occurred simultaneously
with the closing of the Initial Public Offering. 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). The proceeds from the sale of the Private Placement Warrants
were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business
Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will
be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants
will expire worthless.
THRIVE
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
NOTE 5.
RELATED PARTY TRANSACTIONS
Founder
Shares
On
May 5, 2021, the Sponsor purchased 5,750,000 shares of the Company’s Class B ordinary shares (the “Founder Shares”)
for an aggregate price of $25,000. Between May 2021 and September 2021, the Sponsor transferred to the Company’s executive officers,
independent directors, and special advisor an aggregate of 437,520 Founder Shares at a price of $0.004 per share. In September 2021,
the Sponsor transferred 798,650 Founder Shares to GR Sleep LLC (an entity controlled by Peter Graham) at a price of $0.004 per share.
The Sponsor and Charles Urbain subsequently surrendered to the Company an aggregate of 1,437,500 shares for no additional consideration
resulting in a decrease in the total number of Founder Shares outstanding to 4,312,500. As a result of the underwriters’ election
to fully exercise their over-allotment option a total of 562,500 Founder Shares are no longer subject to forfeiture.
The
Sponsor, other directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their
Founder Shares (including any Class A ordinary shares issuable upon conversion thereof) until the earliest of (A) one year after the
completion of an Initial Business Combination and (B) subsequent to an Initial Business Combination, (x) if the closing price of the
Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,
or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results
in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Administrative
Services Agreement
The
Company entered into an agreement, commencing on the date that the Company’s securities are first listed on a U.S. national securities
exchange through the earlier of the Company’s consummation of an Initial Business Combination and its liquidation, to pay the Sponsor
or an affiliate thereof a total of $1,000 per month for office space, secretarial, and administrative support. Upon completion of the
Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and
six months ended June 30, 2022, the Company incurred $3,000 and $6,000 in fees for these services, respectively, of which $2,000 and
$5,000 has been paid and $1,000 and $1,000 is accrued for in accounts payable, respectively.
Promissory
Note — Related Party
On
May 5, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the
Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier
of (i) January 5, 2022, or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory
Note was subsequently repaid on October 26, 2021. As of June 30, 2022 and December 31, 2021, there were no borrowings outstanding under
the Promissory Note.
Related
Party Loans
In
order to finance transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or
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 its Initial Business Combination, the Company would repay the Working Capital Loans. In the event
that the 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, 2022 and December 31, 2021, the Company has no borrowings under
the Working Capital Loans.
THRIVE
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
NOTE
6. COMMITMENTS AND CONTINGENCIES
Registration
Rights
Pursuant
to a registration rights agreement entered into on October 20, 2021, the holders of the Founder Shares, Private Placement Warrants and
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 and upon conversion of the
Founder Shares) will have registration rights to require the Company to register a sale of any of its securities held by them. The holders
of these securities are 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. The registration rights agreement does not contain liquidated damages or other cash settlement
provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing
of any such registration statements.
Underwriting
Agreement
Following
the closing of the Initial Public Offering, underwriters are entitled to a deferred fee of $0.35 per Unit, or $6,037,500 in the
aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that
the Company completes a Business Combination, subject to the terms of the underwriting agreement.
NOTE
7. SHAREHOLDERS’ DEFICIT
Preference
Shares — The Company is authorized to issue up to 5,000,000 preference shares with a par value of $0.0001. As of June 30,
2022 and December 31, 2021, there were no preference shares issued or outstanding.
Class A
Ordinary Shares—The Company is authorized to issue 500,000,000 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. As of June 30, 2022, and December 31, 2021, there
were no Class A ordinary shares issued or outstanding, excluding 17,250,000 shares subject to possible redemption.
Class
B Ordinary Shares — The Company is authorized to issue 50,000,000 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. As of June 30, 2022 and December 31, 2021, there were
4,312,500 Class B ordinary shares issued and outstanding.
Holders
of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all 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 an Initial 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 offered in the Initial Public Offering and related to the closing of an Initial 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 outstanding Class B ordinary shares agree to waive such 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, on an as-converted
basis, 20% of the sum of the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering
plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with an Initial Business Combination
(excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination).
THRIVE
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
NOTE
8. 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 and (b) 30 days after the completion of an Initial Business Combination.
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 any Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such
warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered
holder of the warrants.
The
Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial 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 an Initial 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 it will use its commercially reasonably
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 business
day after the closing of an Initial 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 reasonably 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 Public Warrants become exercisable,
the Company may redeem the Public Warrants:
| ● | in whole and not in part; |
| | |
| ● | at a price of $0.01 per warrant; |
| | |
| ● | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
| | |
| ● | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (subject to certain adjustments) for any 20 trading days within a 30-trading day period ending three trading days before the notice of redemption is sent to the warrant holders. |
If
and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to
register or qualify the underlying securities for sale under all applicable state securities laws.
THRIVE
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
Redemption
of Warrants When the Price per Class A ordinary share Equals or Exceeds $10.00 — Once the Public Warrants become exercisable,
the Company may redeem the Public 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 based on the redemption date and the fair market value of the Class A ordinary shares; |
| | |
| ● | if, and only if, the Reference Value equals or exceeds $10.00 per share; and |
| | |
| ● | if the Reference Value is less than $18.00 per share, the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
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 an Initial 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 an Initial
Business Combination on the date of the consummation of an Initial Business Combination (net of redemptions), and (z) the volume
weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates an Initial Business Combination (such price, the “Market Value”) is below $9.20
per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price
per Class A ordinary shares equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to
180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above.
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 are
not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain
limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s
option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number
of Class A ordinary shares as described above under Redemption of warrants for Class A ordinary shares). If the Private Placement
Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be
redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.
NOTE 9.
FAIR VALUE MEASUREMENTS
At
June 30, 2022, the Company’s warrant liability was valued at $1,988,944. Under the guidance in ASC 815-40, the Public Warrants
and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement
Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date.
With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s
statement of operations.
The
following table presents fair value information as of June 30, 2022, of the Company’s financial assets and liabilities that were
accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized
to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing
inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations
from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified
within Level 3 of the fair value hierarchy. There were no transfers within Level 3 fair value measurements during the three or six months
ended June 30, 2022.
THRIVE
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:
Level
1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which
transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level
2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets
or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level
3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
The
following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for
at fair value on a recurring basis at June 30, 2022 and December 31, 2021:
| |
June
30, 2022 | |
Assets | |
(Level
1) | | |
(Level
2) | | |
(Level
3) | |
Cash and marketable securities
held in trust account | |
$ | 176,112,004 | | |
$ | - | | |
$ | - | |
Liabilities | |
| | | |
| | | |
| | |
Public Warrants | |
$ | 956,944 | | |
$ | - | | |
$ | - | |
Private Placement Warrants | |
$ | - | | |
$ | - | | |
$ | 1,032,000 | |
| |
December
31, 2021 | |
| |
(Level
1) | | |
(Level
2) | | |
(Level
3) | |
Assets | |
| | |
| | |
| |
Cash and marketable securities
held in trust account | |
$ | 175,962,514 | | |
$ | - | | |
$ | - | |
Liabilities | |
| | | |
| | | |
| | |
Public Warrants | |
$ | 4,296,975 | | |
$ | - | | |
$ | - | |
Private Placement Warrants | |
$ | - | | |
$ | - | | |
$ | 4,618,000 | |
The
following table presents the changes in the fair value of derivative warrant liabilities for the three and six months ended June 30,
2022:
| |
Public
Warrants | | |
Private
Placement Warrants | | |
Total
Derivative Warrant Liability | |
Derivative warrant liabilities as of December 31,
2021 | |
$ | 4,296,975 | | |
$ | 4,618,000 | | |
$ | 8,914,975 | |
Change in fair value | |
| (2,252,850 | ) | |
| (2,420,000 | ) | |
| (4,672,850 | ) |
Derivative warrant liabilities as of March
31, 2022 | |
| 2,044,125 | | |
| 2,198,000 | | |
| 4,242,125 | |
Change in fair value | |
| (1,087,181 | ) | |
| (1,166,000 | ) | |
| (2,253,181 | ) |
Derivative warrant liabilities
as of June 30, 2022 | |
$ | 956,944 | | |
$ | 1,032,000 | | |
$ | 1,988,944 | |
THRIVE
ACQUISITION CORPORATION
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2022
(Unaudited)
Measurement
The
Company established the initial fair value for the warrants on October 25, 2021, the date of the consummation of the Company’s
Initial Public Offering. The Company used a lattice model and Monte Carlo simulation model to value the warrants. The Company allocated
the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share and one-half of one Public Warrant),
(ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the warrants based on their
fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible
redemption (temporary equity), Class A ordinary shares (permanent equity) and Class B ordinary shares (permanent equity) based on their
relative fair values at the initial measurement date.
The
key inputs into the lattice model and Monte Carlo simulation model formula were as follows at June 30, 2022 and December 31, 2021:
| |
Private
Placement Warrants | |
| |
June 30, | | |
December 31, | |
Input | |
2022 | | |
2021 | |
Ordinary share price | |
$ | 10.03 | | |
$ | 9.89 | |
Exercise price | |
$ | 11.50 | | |
$ | 11.50 | |
Risk-free rate of interest | |
| 3.00 | % | |
| 1.33 | % |
Volatility | |
| 0.63 | % | |
| 9.28 | % |
Term | |
| 5.54 | | |
| 5.81 | |
Value of one private warrant | |
$ | 0.11 | | |
$ | 0.51 | |
Dividend yield | |
| - | % | |
| - | % |
NOTE 10.
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. Other than as described in these financial statements, the Company did not identify any subsequent events that would have
required adjustment or disclosure in the financial statements.