The accompanying notes are an integral part of
the unaudited condensed financial statements.
The accompanying notes are an integral part of
the unaudited condensed financial statements.
The accompanying notes are an integral part of
the unaudited condensed financial statements.
The accompanying notes are an integral part of
the unaudited condensed financial statements.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
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 September 30, 2021, the Company had not
commenced any operations. All activity for the period from January 5, 2021 (inception) through September 30, 2021 relates to the Company’s
formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial
Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after
the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income
from the proceeds derived from the Initial Public Offering.
The registration statement for the Company’s
Initial Public Offering was declared effective on March 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 4.
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 5.
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 September
30, 2021, cash of $345,412 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 a portion of the proceeds from 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 UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
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 7).
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 6) 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 UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
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 received if the Company
fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire
Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete
a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting
commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination
Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund
the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining
available for distribution will be less than the Initial Public Offering price per 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. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
In connection with the preparation of the Company’s financial
statements as of September 30, 2021, management reconsidered the financial statement presentation of its Class A ordinary shares subject
to possible redemption. The Class A ordinary shares may be redeemed by the Public Shareholders upon the completion of a Business Combination,
which may not be completed unless the Company has net tangible assets of at least $5,000,001. At the closing of the Initial Public Offering
and in the Company’s Forms 10-Q for the quarters ended March 31, 2021 and June 30, 2021, the Company took this net tangible asset
limitation into consideration in the presentation of its Class A ordinary shares subject to possible redemption, and accordingly reclassified
from Class A ordinary shares subject to possible redemption to additional paid-in capital an amount necessary to maintain net tangible
assets of at least $5,000,001. Upon reconsideration, the Company determined to revise the financial presentation of its Class A ordinary
shares to not take into consideration the net tangible asset requirement in connection with a business combination and accordingly to
not reclassify any amount of Class A ordinary shares subject to possible redemption to additional paid in capital.
Effective with the filing of the Form 10-Q for the
quarterly period ended September 30, 2021, the Company presented all redeemable Class A common stock as temporary equity and reflected
this reclassification in the condensed statement of changes in stockholder’s equity. There was no change in the Company’s
total assets, liabilities, or operating results.
In connection with the change in presentation for the Class A ordinary
shares subject to redemption, the Company also restated its net loss per ordinary share calculation to allocate net income (loss) evenly
to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case,
both classes of ordinary shares share pro rata in the income (loss) of the Company.
VECTOR ACQUISITION CORPORATION II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
After the filing of the Form 10-Q for the quarterly period ended September
30, 2021, the Company’s management and the Audit Committee concluded that the financial statements for the Affected Period should
be restated. The impact of the restatement on the Company’s financial statements is reflected in the following table.
|
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
|
Balance Sheet as of March 31, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares subject to possible redemption
|
|
$
|
430,519,370
|
|
|
$
|
19,480,630
|
|
|
$
|
450,000,000
|
|
|
Class A ordinary shares
|
|
$
|
305
|
|
|
$
|
(195
|
)
|
|
$
|
110
|
|
|
Additional paid-in capital
|
|
$
|
5,106,068
|
|
|
$
|
(5,106,068
|
)
|
|
$
|
—
|
|
|
Accumulated deficit
|
|
$
|
(107,659
|
)
|
|
$
|
(14,374,367
|
)
|
|
$
|
(14,482,026
|
)
|
|
Total Shareholders’ Equity (Deficit)
|
|
$
|
5,000,008
|
|
|
$
|
(19,480,630
|
)
|
|
$
|
(14,480,622
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet as of June 30, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares subject to possible redemption
|
|
$
|
430,190,250
|
|
|
$
|
19,809,780
|
|
|
$
|
450,000,000
|
|
|
Class A ordinary shares
|
|
$
|
308
|
|
|
$
|
(198
|
)
|
|
$
|
110
|
|
|
Additional paid-in capital
|
|
$
|
5,435,354
|
|
|
$
|
(5,435,354
|
)
|
|
$
|
—
|
|
|
Accumulated deficit
|
|
$
|
(436,780
|
)
|
|
$
|
(14,374,198
|
)
|
|
$
|
(14,810,978
|
)
|
|
Total Shareholders’ Equity (Deficit)
|
|
$
|
5,000,007
|
|
|
$
|
(19,809,750
|
)
|
|
$
|
(14,809,743
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations for the Period from January 5, 2021 (inception) through March 31, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, Class A ordinary shares
|
|
|
45,000,000
|
|
|
|
(30,983,607
|
)
|
|
|
14,016,393
|
|
|
Basic and diluted net income per share, Class A ordinary shares
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Weighted average shares outstanding, Class B ordinary shares
|
|
|
11,521,605
|
|
|
|
(271,605
|
)
|
|
|
11,250,000
|
|
|
Basic and diluted net income per share, Class B ordinary shares
|
|
$
|
(0.01
|
)
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, Class A ordinary shares
|
|
|
45,000,000
|
|
|
|
1,100,000
|
|
|
|
46,100,000
|
|
|
Basic and diluted net income per share, Class A ordinary shares
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
Weighted average shares outstanding, Class B ordinary shares
|
|
|
12,350,000
|
|
|
|
(1,100,000
|
)
|
|
|
11,250,000
|
|
|
Basic and diluted net income per share, Class B ordinary shares
|
|
$
|
(0.03
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations for the Period from January 5, 2021 (inception) through June 30, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, Class A ordinary shares
|
|
|
45,000,000
|
|
|
$
|
(16,387,283
|
)
|
|
$
|
28,612,717
|
|
|
Basic and diluted net income per share, Class A ordinary shares
|
|
$
|
—
|
|
|
|
(0.01
|
)
|
|
|
(0.01
|
)
|
|
Weighted average shares outstanding, Class B ordinary shares
|
|
|
11,962,139
|
|
|
$
|
(712,139
|
)
|
|
$
|
11,250,000
|
|
|
Basic and diluted net income per share, Class B ordinary shares
|
|
$
|
(0.04
|
)
|
|
|
0.03
|
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Cash Flows for the Period from January 5, 2021 (inception) through March 31, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of Class A ordinary shares subject to possible redemption
|
|
$
|
430,622,030
|
|
|
$
|
(430,622,030
|
)
|
|
$
|
—
|
|
|
Change in value of Class A ordinary shares subject to possible redemption
|
|
$
|
102,660
|
|
|
$
|
(102,660
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Cash Flows for the Period from January 5, 2021 (inception) through June 30, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of Class A ordinary shares subject to possible redemption
|
|
$
|
430,622,030
|
|
|
$
|
(430,622,030
|
)
|
|
$
|
—
|
|
|
Change in value of Class A ordinary shares subject to possible redemption
|
|
$
|
(431,780
|
)
|
|
$
|
431,780
|
|
|
$
|
—
|
|
VECTOR ACQUISITION CORPORATION II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
NOTE 3. 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 three months and period ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending
December 31, 2021 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s financial 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. Such estimates may be subject to change as more current information becomes available
and, 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 September 30, 2021.
Investments held in Trust Account
The Company’s portfolio of investments held
in trust is comprised solely of investments in money market funds that invest in U.S. government securities, or a combination thereof.
The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the
balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments
are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statement of
operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
VECTOR ACQUISITION CORPORATION II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
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 temporary equity upon the completion of the Initial Public Offering.
Class A Ordinary Shares Subject to Possible
Redemption
The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480
“Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability
instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’
equity. The Company’s 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 September 30, 2021, the 45,000,000 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.
The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting
period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption
amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital
and accumulated deficit.
At September 30, 2021 and March 12, 2021,
the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:
|
Gross Proceeds
|
|
$
|
450,000,000
|
|
|
Less:
|
|
|
|
|
|
Class A ordinary shares issuance costs
|
|
$
|
(25,397,963
|
)
|
|
Plus:
|
|
|
|
|
|
Accretion of carrying value to redemption value
|
|
$
|
25,397,963
|
|
|
Class A ordinary shares subject to possible redemptions
|
|
$
|
450,000,000
|
|
Income Taxes
The Company accounts for income taxes under ASC
Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax
position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined
that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as income tax expense. As of September 30, 2021, 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 Company applies the two-class method
in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings
per share as the redemption value approximates fair value.
As of September 30, 2021, the Company did
not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share
in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for
the periods presented.
VECTOR ACQUISITION CORPORATION II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
The following table reflects the calculation of
basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
|
|
|
Three Months Ended
September 30, 2021
|
|
|
For the Period from
January 5, 2021
(Inception) through
September 30, 2021
|
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
|
Basic and diluted net loss per ordinary share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net loss, as adjusted
|
|
$
|
(173,506
|
)
|
|
$
|
(42,341
|
)
|
|
$
|
(495,856
|
)
|
|
$
|
(156,771
|
)
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding
|
|
|
46,100,000
|
|
|
|
11,250,000
|
|
|
|
35,582,890
|
|
|
|
11,250,000
|
|
|
Basic and diluted net loss per ordinary share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
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,” approximate the carrying
amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. The Company’s fair value
policy is described in Note 9.
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. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023,
including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January
1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.
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 condensed
financial statements.
VECTOR ACQUISITION CORPORATION II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
NOTE 4. 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 5. 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. A portion of the proceeds from the Private Placement Shares was 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 6. 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 included an aggregate of up to 1,687,500 shares 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). 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.
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 UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
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 three months ended
September 30, 2021 and the period from January 5, 2021 (inception) through September 30, 2021, the Company incurred and paid $30,000 and
$66,129 in fees for these services, respectively.
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. The outstanding amount of $300,000 was repaid at the closing of the Initial
Public Offering on March 12, 2021. Borrowings under the Promissory Note are no longer available.
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 September 30, 2021, the Company
had no outstanding borrowings under the Working Capital Loans.
NOTE 7. 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 UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
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. On April 23, 2021, the underwriters’ over-allotment option expired without exercise and consequently
1,687,500 Founder Shares were forfeited for no consideration.
The underwriters are entitled to a deferred fee
of $0.35 per Public Share, or $15,750,000 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 8. SHAREHOLDERS’ EQUITY
Preference Shares — The
Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other
rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 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 September 30, 2021, there were 1,100,000 Class A ordinary shares issued
and outstanding, excluding 45,000,000 Class A ordinary shares subject to possible redemption which are presented as temporary equity.
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 September 30, 2021, there were 11,250,000 Class B ordinary shares issued
and outstanding.
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 UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
NOTE 9. 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 September 30, 2021, assets held in the Trust
Account were comprised of $450,026,809 in money market funds which are invested primarily in U.S. Treasury Securities. Money market
funds are a level 1 asset valued based upon quoted prices in active markets. 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 September 30, 2021 and indicates the fair value hierarchy
of the valuation inputs the Company utilized to determine such fair value:
|
Description
|
|
Level
|
|
|
September 30,
2021
|
|
|
Assets:
|
|
|
|
|
|
|
|
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund
|
|
|
1
|
|
|
$
|
450,026,809
|
|
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review,
other than the restatement discussed in Note 2, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the condensed financial statements.