NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
NOTE
1. ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Vector
Acquisition Corporation II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on
January 5, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).
The
Company is not limited to a particular industry or 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 March 31, 2021, the Company had not commenced any operations. All activity for the period from January 5, 2021 (inception) through
March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is
described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company
will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The
registration statement for the Company’s Initial Public Offering was declared effective on March 9, 2021. On March 12, 2021 the
Company consummated the Initial Public Offering of 45,000,000 Class A ordinary shares (the “Public Shares”), at $10.00 per
Public Share, generating gross proceeds of $450,000,000 which is described in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 1,100,000 private placement shares (the “Private
Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Vector Acquisition Partners II, L.P.
(the “Sponsor”), generating gross proceeds of $11,000,000, which is described in Note 4.
Transaction
costs amounted to $25,397,963, consisting of $9,000,000 of underwriting fees, $15,750,000 of deferred underwriting fees and $647,963
of other offering costs. In addition, at March 31, 2021, cash of $733,995 was held outside of the Trust Account (as defined below) and
is available for the payment of offering costs and for working capital purposes.
Following
the closing of the Initial Public Offering on March 12, 2021, an amount of $450,000,000 ($10.00 per Public Share) from the net proceeds
of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account
(the “Trust Account”) and 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 investing solely in U.S. Treasuries and meeting
certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the
completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders,
as described below.
VECTOR
ACQUISITION CORPORATION II
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more
operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the
amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account).
The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued
and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it
not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will
be able to successfully effect a Business Combination.
The
Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a
portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a 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, solely in its discretion. The Public
Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated
as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest
(which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain
limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their
shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6).
The
Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company
seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires
the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote
is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant
to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the
Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information
as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval
in connection with a Business Combination, the Sponsor has agreed to vote the 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 a proposed
Business Combination.
Notwithstanding
the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the
Public Shares without the Company’s prior written consent.
The
Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares
held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated
Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete
a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to
shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the
opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes,
divided by the number of then issued and outstanding Public Shares.
VECTOR
ACQUISITION CORPORATION II
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
The
Company will have until March 12, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company
has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders
as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors,
liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law.
The
Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private
Placement Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the
Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from
the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed
to waive their rights to their deferred underwriting commission (see Note 6) 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 Public Share ($10.00).
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent
any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public
Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to
reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not
apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims
under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be
unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm),
prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any
right, title, interest or claim of any kind in or to monies held in the Trust Account.
NOTE
2. 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 period presented.
The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial
Public Offering as filed with the SEC on March 11, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the
SEC on March 18, 2021. The interim results for the period ended March 31, 2021 are not necessarily indicative of the results to be expected
for the year ending December 31, 2021 or for any future periods.
VECTOR
ACQUISITION CORPORATION II
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. 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 March 31, 2021.
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.
Offering
Costs
Offering
costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related
to the Initial Public Offering. Offering costs amounting to $25,397,963 were charged to shareholders’ equity upon the completion
of the Initial Public Offering.
VECTOR ACQUISITION CORPORATION II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
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 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 March 31, 2021, the
43,051,937 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’
equity section of the Company’s condensed balance sheet.
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 March 31, 2021, 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.
Net
Income (Loss) per 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 (loss) per share does not consider the effect of the exercise of the over-allotment option.
The
Company’s condensed 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 ordinary 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 A and 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 A and Class B non-redeemable ordinary
shares outstanding for the period. Class A and 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.
VECTOR ACQUISITION CORPORATION II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
The
following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
|
|
For the Period
from January 5,
2021 (Inception)
through
March 31,
|
|
|
|
2021
|
|
Redeemable Class A Ordinary Shares
|
|
|
|
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
|
|
|
|
Interest Income
|
|
$
|
4,687
|
|
Net Earnings
|
|
$
|
4,687
|
|
Denominator: Weighted Average Redeemable Class A Ordinary Shares
|
|
|
|
|
Redeemable Class A Ordinary Shares, Basic and Diluted
|
|
|
45,000,000
|
|
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares
|
|
$
|
—
|
|
|
|
|
|
|
Non-Redeemable Class A and B Ordinary Shares
|
|
|
|
|
Numerator: Net Loss minus Redeemable Net Earnings
|
|
|
|
|
Net Income Loss
|
|
$
|
(107,659
|
)
|
Redeemable Net Earnings
|
|
|
(4,687
|
)
|
Non-Redeemable Net Loss
|
|
$
|
(112,346
|
)
|
Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares
|
|
|
|
|
Non-Redeemable Class A and B Ordinary Shares, Basic and Diluted (1)
|
|
|
11,521,605
|
|
Loss/Basic and Diluted Non-Redeemable Class A and B Ordinary Shares
|
|
$
|
(0.01
|
)
|
(1)
|
The weighted
average non-redeemable ordinary shares for the period from January 5, 2021 (inception) to March 31, 2021 includes the effect of 1,100,000
Private Placement Shares, which were issued in conjunction with the Initial Public Offering on March 12, 2021.
|
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses
on these accounts and management believes the Company is not exposed to significant risks on such 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 accompanying condensed balance sheets, primarily due to their
short-term nature.
Recent
Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s condensed financial statements.
VECTOR
ACQUISITION CORPORATION II
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
NOTE
3. INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 45,000,000 Public Shares, at a purchase price of $10.00 per Public Share.
NOTE
4. PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,100,000 Private Placement Shares at a price
of $10.00 per Private Placement Share, for an aggregate purchase price of $11,000,000. The Sponsor has agreed to purchase up to an additional
135,000 Private Placement Shares, at a price of $10.00 per Private Placement Share, or an aggregate additional $1,350,000, to the extent
the underwriter’s over-allotment option is exercised in full. A portion of the proceeds from the Private Placement Shares 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 Shares will be used to fund the redemption of the
Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will expire worthless.
NOTE
5. RELATED PARTY TRANSACTIONS
Founder
Shares
On
January 11, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000
Class B ordinary shares (the “Founder Shares”). On March 9, 2021, the Company effected a share capitalization pursuant
to which the Company issued 1,437,500 additional Class B ordinary shares, resulting in the Company’s initial shareholders holding
12,937,500 Class B ordinary shares. The Founder Shares include an aggregate of up to 1,687,500 shares that are subject to forfeiture
depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will
equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Proposed Public
Offering (excluding the Private Placement Shares).
The
Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one
year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price
of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights
issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange
or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary
shares for cash, securities or other property.
VECTOR
ACQUISITION CORPORATION II
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
Administrative Services Agreement
The Company entered into an agreement, commencing
on March 9, 2021, to pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative and support services. Upon
completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from January
5, 2021 (inception) through March 31, 2021, the Company incurred and paid $6,129 in fees for these services.
Promissory Note — Related Party
On January 11, 2021, the Sponsor issued an
unsecured promissory note to the Company (the “Promissory Note”), 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) June 30, 2021 or
(ii) the consummation of the Initial Public Offering. As of March 31, 2021 there was $0 outstanding under the Promissory Note. The
outstanding amount of $300,000 was repaid at the closing of the Initial Public Offering on March 12, 2021.
Related Party Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans
would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the
lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into shares of the post-business
combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. In the event that a
Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital
Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2021, the Company had
no outstanding borrowings under the Working Capital Loans.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of
the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.
VECTOR ACQUISITION CORPORATION II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
Registration and Shareholders Rights
Pursuant to a registration and shareholder rights
agreement entered into on March 9, 2021, the holders of the Founder Shares, Private Placement Shares and any shares that may be issued
upon conversion of Working Capital Loans will be entitled to registration rights. 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. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement
filed under the Securities Act to become effective until termination of the applicable lockup period.
Underwriting Agreement
The Company granted the underwriters a 45-day
option to purchase up to 6,750,000 additional Public Shares to cover over-allotments at the Initial Public Offering price, less the underwriting
discounts and commissions.
The underwriters are entitled to a deferred fee
of $0.35 per Public Share, or $15,750,000 in the aggregate (or $18,112,500 in the aggregate if the underwriters’ over-allotment
option is exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely
in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
NOTE 7. STOCKHOLDERS’ 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 March 31, 2021, there
were no preference shares issued or outstanding.
Class A Ordinary Shares — The
Company is authorized to issue 450,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A
ordinary shares are entitled to one vote for each share. At March 31, 2021, there were 3,048,063 Class A ordinary shares issued
and outstanding, excluding 43,051,937 Class A ordinary 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 the Class B
ordinary shares are entitled to one vote for each share. At March 31, 2021, there were 12,937,500 Class B ordinary shares issued
and outstanding, of which an aggregate of up to 1,687,500 shares are subject to forfeiture depending on the extent to which the underwriters’
over-allotment option is exercised, so that the number of Class B ordinary shares will equal 20% of the Company’s issued and
outstanding ordinary shares after the Initial Public Offering.
Only holders of the Class B ordinary shares
will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and
Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as
required by law.
The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a
ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate,
on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the
Initial Public Offering (excluding the Private Placement Shares), plus (ii) the total number of Class A ordinary shares issued
or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company
in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked
securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in
a Business Combination and any Private Placement Shares issued to the Sponsor, its affiliates or any member of the Company’s management
team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares
at a rate of less than one-to-one.
VECTOR ACQUISITION CORPORATION II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
NOTE 8. FAIR VALUE MEASUREMENTS
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.
|
At March 31, 2021, assets held in the Trust Account
were comprised of $450,004,687 in money market funds which are invested primarily in U.S. Treasury Securities. To date, the Company
has not withdrawn any interest earned on the Trust Account.
The following table presents information about
the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy
of the valuation inputs the Company utilized to determine such fair value:
Description
|
|
Level
|
|
|
March 31,
2021
|
|
Assets:
|
|
|
|
|
|
|
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund
|
|
|
1
|
|
|
$
|
450,004,687
|
|
NOTE 9. SUBSEQUENT EVENTS
On April 23, 2021, the underwriters’ over-allotment
option pursuant to the underwriting agreement to purchase up to 6,750,000 additional Public Shares expired without exercise and consequently
1,687,500 Founder Shares were forfeited for no consideration.