The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
NOTE 1 — DESCRIPTION OF
ORGANIZATION AND BUSINESS OPERATIONS
Jaws Spitfire Acquisition
Corporation (formerly known as Spitfire Acquisition Corporation) (the “Company”) is a blank check company incorporated as
a Cayman Islands exempted company on September 11, 2020. 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 September 11, 2020 (inception) through March 31,
2021 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering”), which
is described below. 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.
As of March 31,
2021, the Company had cash of $1,265,715 held outside of the Trust Account. The Company incurred net income for the three months
ended March 31, 2021 of $16,083,886 and cash used in operating activities of $134,117. The Company does not believe it will need to
raise additional funds in order to meet the expenditures required for operating the business through the consummation of a business
combination. However, if the Company’s estimate of future costs are less than the actual amount necessary, the Company may
have insufficient funds available to operate prior to the business combination. Moreover, the Company may need to obtain additional
financing either to complete the initial business combination or because it becomes obligated to redeem a significant number of
public shares upon consummation of the Business Combination, in which case the Company may issue additional securities or incur debt
in connection with the Business Combination.
The registration statement
for the Company’s Initial Public Offering was declared effective on December 2, 2020. On December 7, 2020, the Company
consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares
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 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000 which is described in Note 3.
Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of 4,450,000 warrants (the “Private Placement Warrants”)
at a price of $2.00 per Private Placement Warrant in a private placement to Spitfire Sponsor LLC (the “Sponsor”), generating
gross proceeds of $8,900,000, which is described in Note 4.
Transaction costs amounted
to $19,126,250, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $151,250 of other offering
costs, net of $450,000 reimbursed from the underwriters.
Following the closing of
the Initial Public Offering on December 7, 2020, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of
the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust
Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 earlier 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.
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 Warrants, 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 deferred underwriting
commissions 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 of 1940, as amended (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 anticipated to be $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 related to the Initial Public Offering. 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s
warrants.
JAWS SPITFIRE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
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 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 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 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 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 provide holders of Class A ordinary shares the right to have their shares
redeemed in connection with its initial business combination or to redeem 100% of the Company’s public shares if we do not complete
our initial business combination by December 7, 2022 or (ii) with respect to any other provision relating to shareholders’
rights, 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.
The Company will have until
December 7, 2022 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. There will be no redemption rights or liquidating distributions with respect to the Company’s
warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor has agreed to
waive its rights to liquidating distributions from the Trust Account with respect to the Founder 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 Unit ($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.
JAWS SPITFIRE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(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 most recent amended Annual Report on Form 10-K/A
for the year ended December 31, 2020 as filed with the SEC on May 12, 2021. The interim results for the three months ended March 31,
2021 are not necessarily indicative of the results to be expected for the period 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 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 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 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the
warrant liability.
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.
Investments Held in Trust Account
The Company's portfolio
of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government
securities. The Company's investments held in the Trust Account are classified as trading securities. Trading securities are
presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair
value of these securities is included in interest earned on Interest earned on marketable securities held in Trust Account in the
accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using
available market information.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for
its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified
as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature
redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events
not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified
as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered
to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021,
there are 30,255,156
JAWS SPITFIRE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
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 had no cash equivalents as of March 31, 2021 and December 31, 2020.
Offering Costs
Offering costs consist of
legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial
Public Offering. Offering costs were allocated on a relative fair value basis between shareholders’ equity and expense. The portion
of offering costs allocated to the public warrants has been charged to expense in the prior year.
Warrant
Liabilities
As disclosed in Note 3, pursuant
to the Initial Public Offering, the Company sold 34,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A
ordinary share and one-fourth of one redeemable warrant (“Public Warrant”), equating to 8,625,000 Public Warrants issued.
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 8). Simultaneously with the closing of its initial public offering, the Company consummated the sale of 4,450,000 warrants (“Private
Placement Warrant”) at a price of $2.00 per warrant in a private placement to Jaws Sponsor LLC. 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 8).
The Public Warrants will
become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing
of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon
redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that so long as the Private Placement
Warrants are held by the Sponsor or any of its Permitted Transferees, the Private Placement Warrants: (i) may be exercised for cash
or on a “cashless basis”, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by
the Company of an initial Business Combination, (iii) shall not be redeemable by the Company when the class A ordinary shares equal
or exceeds $18.00, and (iv) shall only be redeemable by the Company when the class A ordinary shares are less than $18.00 per share,
subject to certain adjustments (see Note 8).
The Company evaluated the
Public and Private Placement Warrants and concluded that they do not meet the criteria to be classified as shareholders’ equity
in accordance with ASC 815-40 “Derivatives and Hedging–Contracts in Entity’s Own Equity”. Specifically, the warrant
agreement allows for the exercise of the Public and Private Placement Warrants to be settled in cash upon a tender offer where the maker
of the offer owns beneficially more than 50% of the Class A shares following the tender offer. This provision precludes the warrants
from being classified as shareholders’ equity as not all of the Company’s shareholders need to participate in such a tender
offer to trigger the potential cash settlement. As the Public and Private Placement Warrants also meet the definition of a derivative
under ASC 815, upon completion of the Initial Public Offering, the Company recorded these warrants as liabilities on its balance sheet,
with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date.
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 and December 31, 2020, there were
no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position.
The Company is considered
to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes
or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for
the period presented.
Net Income Per Ordinary
Share
Net income per share is
computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of
diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public
Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the
warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants
are exercisable to purchase 13,075,000 shares of Class A ordinary shares in the aggregate.
The Company’s statements
of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar
to the two-class method of income per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares
is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary
shares outstanding since original issuance. Net income per share, basic and diluted, for Class B non-redeemable ordinary shares is
calculated by dividing the net income, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average
number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes
the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.
JAWS SPITFIRE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
The following table reflects
the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
|
|
Three Months Ended
March 31, 2021
|
|
Redeemable Class A Ordinary Shares
|
|
|
|
|
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
|
|
|
|
|
Interest earned on marketable securities held in Trust Account
|
|
$
|
4,700
|
|
Net Earnings
|
|
$
|
4,700
|
|
Denominator: Weighted Average Redeemable Class A Ordinary Shares
|
|
|
|
|
Redeemable Class A Ordinary Shares, Basic and Diluted
|
|
|
34,500,000
|
|
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares
|
|
$
|
0.00
|
|
|
|
|
|
|
Non-Redeemable Class B Ordinary Shares
|
|
|
|
|
Numerator: Net Loss minus Redeemable Net Earnings
|
|
|
|
|
Net Income
|
|
$
|
16,083,886
|
Redeemable Net Earnings
|
|
|
(4,700)
|
Non-Redeemable Net Income
|
|
$
|
16,079,186
|
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
|
|
|
|
|
Non-Redeemable Class B Ordinary Shares, Basic and Diluted
|
|
|
8,625,000
|
|
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares
|
|
$
|
1.86
|
Note: As of March 31, 2021, basic and diluted
shares are the same as there are no non-redeemable securities that are dilutive to the shareholders.
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 has 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 warrant liabilities does not approximate their carrying amount, and as such, the warrant liabilities
are recorded at fair value on the Company’s balance sheet. The fair value of the Company’s assets and other 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.
Recently Adopted Accounting Standards
In August 2020, the FASB issued Accounting Standard Update (the "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, which simplifies accounting for convertible instruments by removing major separation
models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to
qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company
early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations
or cash flows.
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 our unaudited condensed financial statements.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public
Offering, the Company sold 34,500,000 Units, which includes a full exercise by the underwriters of their over-allotment option in
the amount of 4,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fourth
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary
share at an exercise price of $11.50 per whole share (see Note 7).
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing
of the Initial Public Offering, the Sponsor purchased an aggregate of 4,450,000 Private Placement Warrants, at a price of $2.00 per Private
Placement Warrant, for an aggregate purchase price of $8,900,000, in a private placement that will occur 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 8). A portion of the proceeds from the Private Placement Warrants were added to the
proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the
Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares
(subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
JAWS SPITFIRE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
NOTE 5 — RELATED PARTY
TRANSACTIONS
Founder Shares
On September 14, 2020,
the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B ordinary
shares (the “Founder Shares”). On December 2, 2020, the Company effected a share dividend, resulting in 8,625,000 Founder
Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend. The Founder Shares
include an aggregate of up to 1,125,000 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, 20% of the Company’s
issued and outstanding ordinary shares after the Initial Public Offering. On December 7, 2020, the underwriters fully exercised the
over-allotment option, thus these shares were no longer subject to forfeiture.
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 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.
Private Placement
Simultaneously with the closing of the Initial
Public Offering, the Sponsor purchased 4,450,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant, for an
aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price
of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from
the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination
Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject
to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless.
Administrative Services Agreement
The Company entered into an agreement, commencing
on December 7, 2020, through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay
an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. For the three months ended
March 31, 2021, the Company incurred and paid $30,000 in fees for these services.
Promissory Note — Related
Party
On September 14, 2020,
the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, 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) December 31,
2020 or (ii) the completion of the Initial Public Offering. As of March 31, 2021 and December 31, 2020 there were $0 and
$267,768 under the Promissory Note, respectively, which was repaid in full during the three months ended March 31, 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”). If the Company
completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to
the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. 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. Except for the foregoing, the terms
of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working
Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion,
up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of
$2.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021 and December 31,
2020, the Company had no outstanding borrowings under the Working Capital Loans.
JAWS SPITFIRE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
NOTE 6 — COMMITMENTS AND
CONTINGENCIES
Risks and Uncertainties
Management continues to evaluate
the impact of the COVID-19 global 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, its results of operations and/or search for a target company, the specific
impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Registration and Shareholders Rights
Pursuant to a registration
and shareholders rights agreement entered into on December 2, 2020, the holders of the Founder Shares, Private Placement Warrants
and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise
of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration
rights pursuant to a registration and shareholder rights agreement. 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. 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. The Company will bear the expenses incurred in connection with
the filing of any such registration statements.
Underwriting Agreement
The underwriters were paid
a cash underwriting discount of $0.20 per Public Share, or approximately $6.9 million in the aggregate, paid upon the closing of the Initial
Public Offering. Additionally, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,075,000 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.
Business Combination Agreement
On March 22, 2021 (the
“Effective Date”), the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise
modified from time to time, the “Business Combination Agreement”), by and among the Company, JAWS Spitfire Merger Sub, LLC,
a Delaware limited liability company (“JAWS Merger Sub”), and Velo3D, Inc. (“Velo3D”).
The Business Combination
Agreement provides for, among other things, the consummation of the following transactions (collectively, the “Business Combination”)
(i) the Company will become a Delaware corporation (the “Domestication”) and, in connection with the Domestication, (A) the
Company’s name will be changed to “Velo3D, Inc.,” (B) each outstanding Class A ordinary share
of the Company and each outstanding Class b ordinary share of the Company will become one share of common stock of the Company (the
“JAWS Common Stock”), and (C) each outstanding warrant of the Company will become one warrant to purchase one share of
JAWS Common Stock, and (ii) following the Domestication, JAWS Merger Sub will merge with and into Velo3D, with Velo3D
as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of the Company.
The Business Combination
will be consummated subject to the deliverables and provisions as further described in the Business Combination Agreement.
JAWS SPITFIRE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
NOTE 7 — SHAREHOLDER’S
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 and December 31,
2020, there were no preference shares issued or outstanding.
Class A Ordinary
Shares—The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share.
Holders of Class A ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there
were 4,244,844 and 5,853,233 Class A ordinary shares issued and outstanding, excluding 30,255,156 and 28,646,767 Class A ordinary
shares subject to possible redemption, respectively.
Class B Ordinary
Shares—The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share.
Holders of the Class B ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020,
there were 8,625,000 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 other matters submitted to a vote of shareholders,
except that, prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the
appointment of directors, and except as required by law.
The Class B ordinary
shares will automatically convert into our Class A ordinary shares at the time of a Business Combination 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,
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 Warrants issued
to the Sponsor, its affiliates or any member of the 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.
NOTE 8 — WARRANT LIABILITIES
Warrants—Public
Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.
The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one
year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business
Combination or earlier upon redemption or liquidation.
The Company will not be obligated
to deliver any Class A ordinary shares pursuant to the exercise of a 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 Public Warrant will be exercisable for cash or on a cashless basis and the Company
will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share 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 20 business days, after the closing of a 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 a 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 elect, the Company will
not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable 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 day after the closing of
a 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 reasonable efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
JAWS SPITFIRE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
Redemptions of warrants
when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may
call the warrants for redemption (except as described with respect to the Private Placement Warrants):
|
•
|
in whole and not in part;
|
|
•
|
at a price of $0.01 per warrant;
|
|
•
|
upon a minimum of 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 (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
|
The Company will not redeem
the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary
shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares
is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise
its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities
laws.
Redemption of warrants
when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may
redeem the outstanding 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 Company’s Class A ordinary shares;
|
|
•
|
if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
|
|
•
|
if the closing price of the Class A ordinary shares for any 20 trading days within a 30-day trading period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
The exercise price and number
of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a
share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below,
the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event
will the Company be required to net cash settle the Public Warrants. If the Company is has not completed a Business Combination within
the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any
of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside
of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the
Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the
closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with
such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of
any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the
date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its
Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates
its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will
be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share
redemption trigger price and the “Redemption of Warrants when the price per Class A ordinary share 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value
and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when
the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher
of the Market Value and the Newly Issued Price.
In the event that a tender
or exchange offer is made to and accepted by holder of more than 50% of the outstanding shares of a single class of common stock, all
holders of the warrants would be entitled to receive cash for their warrants whereas only certain of the holders of the underlying shares
of common stock would be entitled to cash. If the maker of the offer owns beneficially more than 50% of the issued and outstanding Class A
shares following the offer, then the warrant holders may receive the highest amount of cash/securities/assets than each holder would have
been entitled to as a shareholder if the holder exercised the warrant prior to the offer.
JAWS SPITFIRE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
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 will not be transferable, assignable
or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the
Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above under “Redemption
of Warrants when the price per Class A ordinary share equals or exceeds $10.00,”so long as they are held by the initial purchasers
or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted
transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the
Public Warrants.
NOTE 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.
|
The following is a description
of the valuation methodology used for assets and liabilities measured at fair value:
US Treasury Securities:
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 sheet and adjusted
for the amortization or accretion of premiums or discounts.
At March 31, 2021 and
December 31, 2020, assets held in the Trust Account were comprised of $345,004,700 and $345,000,000 in mutual funds which trade in
U.S. Treasury securities. During the period ended March 31, 2021, the Company did not withdraw any interest income from the
Trust Account.
Warrant Liabilities:
The Company classifies its Public and Private Placement Warrants as liabilities in accordance with ASC Topic 815 “Derivatives and
Hedging–Contracts in Entity’s Own Equity”. The Company’s valuation of the warrant liabilities utilized a Binomial
Lattice in a risk-neutral framework (a special case of the Income Approach). The fair value of the Public Warrants utilized Level 1 inputs
as they are traded on an active market. The fair value of the Private Placement Warrants utilized Level 3 inputs as it is based on the
significant inputs not observable in the market as of March 31, 2021.
As of both March 31, 2021 and December 31, 2020 there were 8,625,000 Public
Warrants and 4,450,000 Private Placement Warrants outstanding. The fair value of warrant liabilities at March 31, 2021 is as follows:
|
|
Fair Value Measurements as of March 31, 2021 Using:
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Public Warrants
|
|
$
|
16,905,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,905,000
|
|
Private Placement Warrants
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,722,000
|
|
|
$
|
8,722,000
|
|
|
|
Fair Value Measurements as of
December 31, 2020 Using:
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Public Warrant liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
28,462,500
|
|
|
$
|
28,462,500
|
|
Private Placement Warrant Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
14,685,000
|
|
|
$
|
14,685,000
|
|
The following table provides quantitative information
regarding the Level 3 inputs used for the fair value measurements:
|
|
As of March 31,
2021
|
|
|
As of December 31,
2020
|
|
Exercise Price
|
|
$
|
11.50
|
|
$
|
11.50
|
|
Stock Price
|
|
$
|
10.25
|
|
$
|
10.00
|
|
Term (years)
|
|
|
5.17
|
|
|
5.0
|
|
Volatility
|
|
|
26.6
|
%
|
|
82.9
|
%
|
Risk free interest rate
|
|
|
0.96
|
%
|
|
0.42
|
%
|
Dividend yield
|
|
|
0.0
|
%
|
|
0.0
|
%
|
Public and private warrant price
|
|
$
|
1.96
|
|
$
|
3.30
|
|
Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants
transferred from a Level 3 measurement to a Level 1 fair value measurement in January 2021, when the Public Warrants were separately listed
and traded.
JAWS SPITFIRE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
The following table provides a roll-forward of the fair value of the Company’s Public and Private Placement Warrant liabilities,
for which the fair value was determined using Level 1 and 3 inputs, respectively:
|
Warrant Liabilities
|
|
Fair value at December 31, 2020
|
$
|
43,147,500
|
|
Change in fair value of warrant liabilities
|
|
(17,520,500
|
)
|
Fair value at March 31, 2021
|
$
|
25,627,000
|
|
The change in fair value of $17,520,500 was recorded during the three months ended March 31, 2021 and is included in the change in fair
value of warrant liabilities caption within the accompanying statement of operations.
NOTE 10 — SUBSEQUENT EVENTS
The Company evaluated subsequent
events and transactions that occurred after the unaudited condensed balance sheet date up to the date unaudited condensed financial statements
were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in
the unaudited condensed financial statements.