ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
PAGE |
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ii |
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iii |
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PART I |
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Item 1. |
1 |
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Item 1A. |
13 |
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Item 1B. |
61 |
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Item 2. |
61 |
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Item 3. |
61 |
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Item 4. |
61 |
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PART II |
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Item 5. |
62 |
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Item 6. |
63 |
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Item 7. |
63 |
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Item 7A. |
76 |
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Item 8. |
76 |
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Item 9. |
76 |
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Item 9A. |
76 |
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Item 9B. |
77 |
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Item 9C. |
77 |
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PART III |
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Item 10. |
78 |
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Item 11. |
78 |
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Item 12. |
78 |
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Item 13. |
78 |
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Item 14. |
78 |
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PART IV |
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Item 15. |
79 |
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Item 16. |
84 |
• | Our business is highly dependent on a small number of digital asset mining equipment suppliers. |
• | Our business is capital intensive, and failure to obtain the necessary capital when needed may force us to delay, limit or terminate our expansion efforts or other operations, which could have a material adverse effect on our business, financial condition and results of operations. |
• | We may not be able to obtain new hosting and transaction processing hardware or purchase such hardware at competitive prices during times of high demand, which could have a material adverse effect on our business, financial condition and results of operations. |
• | Our business is heavily impacted by social, political, economic and other events and circumstances in countries outside of the United States, most particularly China and other non-Western countries. China’s shifting position on mining activity within its borders could reduce our revenue and profitability. |
• | A significant portion of our assets are pledged to our senior secured noteholders, and our miners are pledged to certain other lenders. This obligation may limit our ability to obtain additional capital to grow our business and failure to repay obligations to our noteholders or other lenders when due will have a material adverse effect on our business and could result in foreclosure on our assets. |
• | We are subject to risks associated with our need for significant electric power and the limited availability of power resources, which could have a material adverse effect on our business, financial condition and results of operations. An inability to purchase and develop additional sources of low-cost renewable sources of energy effectively will have a material adverse effect on our business, financial condition and results of operations. |
• | We plan to continue to acquire other businesses or receive offers to be acquired, which could require significant management attention, disrupt our business or dilute stockholder value. |
• | We generate significant revenue from a limited number of hosting facilities in Kentucky, Georgia, North Carolina and North Dakota and a significant disruption to operations in this region could have a material adverse effect our business, financial condition and results of operations. |
• | Our future success depends on our ability to keep pace with rapid technological changes that could make our current or future technologies less competitive or obsolete. |
• | The further development and acceptance of cryptographic and algorithmic protocols governing transaction validation and the issuance of, and transactions in, digital assets are subject to a variety of factors that are difficult to evaluate. The slowing or stoppage of development or acceptance of blockchain networks and digital assets would have an adverse material effect on the successful development of the mining operation and value of mined digital assets. |
• | Our ability to use net operating losses to offset future taxable income may be subject to limitations. |
• | We operate in a rapidly developing industry and have an evolving business model with a limited history of generating revenue from our services. In addition, our evolving business model increases the complexity of our business, which makes it difficult to evaluate our future business prospects and could have a material adverse effect on our business, financial condition and results of operations. |
• | We have experienced difficulties in establishing relationships with banks, leasing companies, insurance companies and other financial institutions that are willing to provide us with customary financial |
products and services, which could have a material adverse effect on our business, financial condition and results of operations. |
• | Digital assets exchanges and other trading venues are relatively new and, in some cases, partially unregulated and may therefore be more exposed to fraud and failure. |
• | We may not have adequate sources of recovery if the digital assets held by us are lost, stolen or destroyed due to third-party digital asset services, which could have a material adverse effect on our business, financial condition and results of operations. |
• | Losses relating to our business may be uninsured, or insurance may be limited. |
• | Diversification of our business by investing in additional digital assets, financial instruments and businesses could require significant investment or expose us to trading risks. |
• | As more processing power is added to a network, our relative percentage of total processing power on that network is expected to decline absent significant capital investment, which has an adverse impact on our ability to generate revenue from processing transactions on that network and could have a material adverse effect on our business, financial condition and results of operations. |
• | Our reliance on third-party mining pool service providers for our mining revenue payouts may have a negative impact on our operations. |
• | Malicious actors or botnet may obtain control of more than 50% of the processing power on the Bitcoin or other network. |
• | Digital assets are subject to extreme price volatility. The value of digital assets is dependent on a number of factors, any of which could have a material adverse effect on our business, financial condition and results of operations. |
• | Any loss or destruction of a private key required to access a digital asset of ours is irreversible. We also may temporarily lose access to our digital assets. |
• | The digital assets held by us are not subject to FDIC or SIPC protections. |
• | Our interactions with a blockchain may expose us to SDN or blocked persons or cause us to violate provisions of law that did not contemplate distribute ledger technology. |
• | Legacy Core identified material weaknesses in its internal control over financial reporting. Such material weaknesses may result in material misstatements of Core’s financial statements or cause it to fail to meet its periodic reporting obligations. Core may also identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control. |
• | XPDI identified a material weakness its internal control over financial reporting. This material weakness could continue to adversely affect Core’s ability to report its results of operations and financial condition accurately and in a timely manner. |
• | Digital assets have been viewed by the user community to offer several advantages over traditional (also known as ‘fiat’) currency, including: |
• | Acting as a fraud deterrent, as digital assets recorded on a blockchain are virtually impossible to counterfeit, reverse, or modify; |
• | Immediate settlement; |
• | Elimination of counterparty risk; |
• | No requirement for a trusted intermediary; |
• | Lower transaction fees; |
• | Identity theft prevention; |
• | Universal accessibility; |
• | Transaction verification and confirmation processes that prevent double spending; |
• | Decentralized transaction processing at any time of day without any central authority (governments or financial institutions); and |
• | Universal value free from currency exchange rates. |
• | Argo Blockchain PLC; |
• | Bit Digital, Inc.; |
• | Bitcoin Investment Trust; |
• | Bitfarms Technologies Ltd. (formerly Blockchain Mining Ltd); |
• | Blockchain Industries, Inc. (formerly Omni Global Technologies, Inc.); |
• | Cipher Mining Inc.; |
• | Coinbase, Inc.; |
• | Digihost International, Inc.; |
• | DMG Blockchain Solutions Inc.; |
• | DPW Holdings, Inc. (through its ownership of Digital Farms Inc.); |
• | Greenidge Generation Holdings Inc.; |
• | HashChain Technology, Inc.; |
• | Hive Blockchain Technologies Inc.; |
• | Hut 8 Mining Corp.; |
• | Layer1 Technologies, Inc.; |
• | Marathon Digital Holdings, Inc.; |
• | MGT Capital Investments, Inc.; |
• | Northern Data AG; |
• | Overstock.com Inc.; and |
• | Riot Blockchain, Inc. |
• | there is a reduction in the demand for our services due to macroeconomic factors in the markets in which we operate; |
• | we fail to provide competitive pricing terms or effectively market them to potential customers; |
• | we provide hosting services that are deemed by existing and potential customers or suppliers to be inferior to those of our competitors, or that fail to meet customers’ or suppliers’ ongoing and evolving program qualification standards, based on a range of factors, including available power, preferred design features, security considerations and connectivity; |
• | businesses decide to host internally as an alternative to the use of our services; |
• | we fail to successfully communicate the benefits of our services to potential customers; |
• | we are unable to strengthen awareness of our brand; |
• | we are unable to provide services that our existing and potential customers desire; or |
• | our customers are unable to secure an adequate supply of new generation digital asset mining equipment to host with us. |
• | Adverse developments in the blockchain industry, and in the blockchain hosting market could lead to a decrease in the demand for hosting resources, which could have a material adverse effect on our business, financial condition and results of operations. We face risks including those related to: |
• | a decline in the adoption and use of bitcoin and other similar digital assets within the technology industry or a decline in value of digital assets; |
• | increased costs of complying with existing or new government regulations applicable to digital assets and other factors; |
• | a downturn in the market for blockchain hosting space generally, which could be caused by an oversupply of or reduced demand for blockchain space; |
• | any transition by our customers of blockchain hosting from third-party providers like us to customer-owned and operated facilities; |
• | the rapid development of new technologies or the adoption of new industry standards that render our or our customers’ current products and services obsolete or unmarketable and, in the case of our customers, that contribute to a downturn in their businesses, increasing the likelihood of a default under their service agreements or their becoming insolvent; |
• | a slowdown in the growth of the Internet generally as a medium for commerce and communication; |
• | availability of an adequate supply of new generation digital asset mining equipment to enable us to mine digital assets at scale and for customers who want to host with us to be able to do so; and |
• | the degree of difficulty in mining digital assets and the trading price of such assets. |
• | inability or difficulty integrating and benefiting from acquired technologies or solutions in a profitable manner, including as a result of reductions in operating income, increases in expenses, failure to achieve synergies or otherwise; |
• | unanticipated costs or liabilities associated with Blockcap and RADAR or another acquisition or strategic partnership; |
• | difficulty integrating the accounting systems, operations and personnel of Blockcap and RADAR; |
• | adverse effects to our existing business relationships and clients or to Blockcap’s business relationships and clients as a result of the acquisition; |
• | loss of key employees, particularly those of Blockcap and RADAR; |
• | assumption of potential liabilities of Blockcap and RADAR, including regulatory noncompliance or acquired litigation, and expenses relating to contractual disputes of the acquired business for, infringement of intellectual property rights, data privacy violations or other claims; |
• | difficulty in acquiring suitable businesses, including challenges in predicting the value an acquisition will ultimately contribute to our business; and |
• | use of substantial portions of our available cash or assumption of additional indebtedness to consummate an acquisition. |
• | power loss; |
• | equipment failure; |
• | human error or accidents; |
• | theft, sabotage and vandalism; |
• | failure by us or our suppliers to provide adequate service or maintain our equipment; |
• | network connectivity downtime and fiber cuts; |
• | service interruptions resulting from server relocation; |
• | security breaches of our infrastructure; |
• | improper building maintenance by us; |
• | physical, electronic and cybersecurity breaches; |
• | animal incursions; |
• | fire, earthquake, hurricane, tornado, flood and other natural disasters; |
• | extreme temperatures; |
• | water damage; |
• | public health emergencies; and |
• | terrorism. |
• | continued worldwide growth in the adoption and use of digital assets and blockchain technologies; |
• | government and quasi-government regulation of digital assets and their use, or restrictions on or regulation of access to and operations of digital asset transaction processing; |
• | changes in consumer demographics and public tastes and preferences; |
• | the maintenance and development of the open-source software protocols or similar digital asset systems; |
• | the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies; |
• | general economic conditions and the regulatory environment relating to digital assets; and |
• | negative consumer perception of digital assets, including digital assets specifically and digital assets generally. |
• | identify and acquire desirable properties that we are interested in from developers; |
• | offer hosting services at prices below current market rates or below the prices we currently charge our customers; |
• | bundle colocation services with other services or equipment they provide at reduced prices; |
• | develop superior products or services, gain greater market acceptance and expand their service offerings more efficiently or rapidly; |
• | adapt to new or emerging technologies and changes in customer requirements more quickly; |
• | take advantage of acquisition and other opportunities more readily; and |
• | adopt more aggressive pricing policies and devote greater resources to the promotion, marketing and sales of their services. |
• | global digital asset supply; |
• | global digital asset demand, which can be influenced by the growth of retail merchants’ and commercial businesses’ acceptance of digital assets as payment for goods and services, the security of online digital asset exchanges and digital wallets that hold digital assets, the perception that the use and holding of digital assets is safe and secure, and the regulatory restrictions on their use; |
• | investors’ expectations with respect to the rate of inflation of fiat currencies; |
• | investors’ expectations with respect to the rate of deflation of digital assets; |
• | cyber theft of digital assets from online wallet providers, or news of such theft from such providers or from individuals’ online wallets; |
• | the availability and popularity of businesses that provide digital asset-related services; |
• | fees associated with processing a digital asset transaction; |
• | changes in the software, software requirements or hardware requirements underlying digital assets; |
• | changes in the rights, obligations, incentives, or rewards for the various participants in digital asset mining; |
• | interest rates; |
• | currency exchange rates, including the rates at which digital assets may be exchanged for fiat currencies; |
• | fiat currency withdrawal and deposit policies on digital asset exchanges and liquidity on such exchanges; |
• | interruptions in service or failures of major digital asset exchanges; |
• | investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in digital assets; |
• | momentum pricing; |
• | monetary policies of governments, trade restrictions, currency devaluations and revaluations; |
• | regulatory measures, if any, that affect the use of digital assets, restrict digital assets as a form of payment, or limit the purchase of digital assets; |
• | global or regional political, economic or financial events and conditions; |
• | expectations that the value of digital assets will change in the near or long term. A decrease in the price of a single digital asset may cause volatility in the entire digital asset industry and may affect other digital assets. For example, a security breach that affects investor or user confidence in bitcoin, ethereum, litecoin or another digital asset may affect the industry as a whole and may also cause the price of other digital assets to fluctuate; or |
• | with respect to bitcoin, increased competition from other forms of digital assets or payments services. |
• | price and volume fluctuations in the overall stock market from time to time; |
• | volatility in the trading prices and trading volumes of technology stocks; |
• | volatility in the price of bitcoin and other digital assets; |
• | changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; |
• | sales of shares of our Common Stock by us or our stockholders, including any sales as a result of the waiver of lock-up restrictions that went into effect in March 2022; |
• | failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; |
• | the financial projections we may provide to the public, any changes in those projections, or our failure to meet those projections; |
• | announcements by us or our competitors of new products, features, or services; |
• | the public’s reaction to our press releases, other public announcements and filings with the SEC; |
• | rumors and market speculation involving us or other companies in our industry; |
• | actual or anticipated changes in our results of operations or fluctuations in our results of operations; |
• | actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally; |
• | litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors; |
• | developments or disputes concerning our intellectual property or other proprietary rights; |
• | announced or completed acquisitions of businesses, products, services or technologies by us or our competitors; |
• | new laws or regulations or new interpretations of existing laws or regulations applicable to our business; |
• | changes in accounting standards, policies, guidelines, interpretations or principles; |
• | any significant change in our management; and |
• | general economic conditions and slow or negative growth of our markets. |
• | the ability of our board of directors to issue one or more series of preferred stock; |
• | advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; |
• | certain limitations on convening special stockholder meetings; |
• | limiting the persons who may call special meetings of stockholders; |
• | limiting the ability of stockholders to act by written consent; and |
• | Our board of directors have the express authority to make, alter or repeal the Bylaws. |
Impact to Revenue | ||||
Driver |
Increase in Driver |
Decrease in Driver | ||
Market Price of Bitcoin |
Favorable | Unfavorable | ||
Difficulty |
Unfavorable | Favorable | ||
Core Scientific Hash Rate |
Favorable | Unfavorable |
(a) | The following documents are filed as part of this Annual Report: |
(1) | Financial Statements |
(2) | Exhibits |
Exhibit Number |
Description |
Schedule/ Form |
File No. |
Exhibit |
Filing Date | |||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith |
** | Furnished herewith |
+ | Indicates a management contract or compensatory plan, contract or arrangement. |
† | Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
# | Portions of this Exhibit (indicated with [***]) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Registrant if publicly disclosed. |
CORE SCIENTIFIC, INC. |
/s/ Michael Levitt |
Name: Michael Levitt |
Title: Chief Executive Officer and Co-Chair of the Board of Directors |
(Principal Executive Officer) |
Name |
Position |
Date | ||
/s/ Michael Levitt Michael Levitt |
Chief Executive Officer and Co-Chair of the Board (Principal Executive Officer |
March 30, 2022 | ||
/s/ Michael Trzupek Michael Trzupek |
Executive Vice President and Chief Financial Officer ( Principal Financial Officer |
March 30, 2022 | ||
/s/ Brian Neville Brian Neville |
Chief Accounting Officer ( Principal Accounting Officer |
March 30, 2022 | ||
/s/ Darin Feinstein Darin Feinstein |
Chief Vision Officer and Co-Chair of the Board |
March 30, 2022 | ||
/s/ Jarvis Hollingsworth Jarvis Hollingsworth |
Director | March 30, 2022 |
Name |
Position |
Date | ||
/s/ Matt Minnis Matt Minnis |
Director | March 30, 2022 | ||
/s/ Stacie Olivares Stacie Olivares |
Director | March 30, 2022 | ||
/s/ Kneeland Youngblood Kneeland Youngblood |
Director | March 30, 2022 |
Page No. |
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F- 2 |
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Financial Statements: |
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F- 3 |
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F- 4 |
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F- 5 |
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F- 6 |
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F- 7 |
December 31, 2021 |
December 31, 2020 |
|||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | — | |||||
Prepaid expenses |
— | |||||||
|
|
|
|
|||||
Total current assets |
— | |||||||
Investments held in Trust Account |
— | |||||||
Deferred offering costs |
— | |||||||
|
|
|
|
|||||
Total Assets |
$ |
$ |
||||||
|
|
|
|
|||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | — | |||||
Accrued expenses |
||||||||
Franchise tax payable |
— | |||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Derivative warrant liabilities |
— | |||||||
Deferred underwriting commissions |
— | |||||||
|
|
|
|
|||||
Total liabilities |
||||||||
Commitments and Contingencies |
||||||||
Class A common stock subject to possible redemption, $ |
— | |||||||
Stockholders’ Equity (Deficit): |
||||||||
Preferred stock, $ |
||||||||
Class A common stock, $ |
||||||||
Class B common stock, $ |
||||||||
Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total stockholders’ equity (deficit) |
( |
) | ||||||
|
|
|
|
|||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
||||||
|
|
|
|
For the Year Ended December 31, 2021 |
For The Period From December 29, 2020 (inception) through December 31, 2020 |
|||||||
General and administrative expenses |
$ | $ | ||||||
General and administrative expenses—related party |
— | |||||||
Franchise tax expenses |
— | |||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
Change in fair value of derivative warrant liabilities |
( |
) | — | |||||
Offering costs associated with derivative warrant liabilities |
( |
) | — | |||||
Income from investments held in Trust Account |
— | |||||||
|
|
|
|
|||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Weighted average shares outstanding of Class A common stock, basic and diluted |
— | |||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class A common stock |
$ | ( |
) | $ | — | |||
|
|
|
|
|||||
Weighted average shares outstanding of Class B common stock, basic and diluted |
(1) | |||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class B common stock |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
For the Year Ended December 31, 2021 |
||||||||||||||||||||||||||||
Common Stock |
Total |
|||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-In |
Accumulated |
Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
||||||||||||||||||||||
Balance— December 31, 2020 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||
Deemed capital contribution from Sponsor |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
Remeasurement of Class A common stock subject to possible redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance— December 31, 2021 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period from December 29, 2020 (inception) through December 31, 2020 |
||||||||||||||||||||||||||||
Common Stock |
Total |
|||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-In |
Accumulated |
Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
||||||||||||||||||||||
Balance— December 29, 2020 (inception) |
— |
$ |
— |
$ |
$ |
$ |
$ |
|||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance— December 31, 2020 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2021 |
For The Period From December 29, 2020 (inception) through December 31, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Change in fair value of derivative warrant liabilities |
— | |||||||
Offering costs associated with derivative warrant liabilities |
— | |||||||
Income from investments held in Trust Account |
( |
) | — | |||||
General and administrative expenses paid by related party under promissory note |
||||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | — | |||||
Accrued expenses |
||||||||
Accounts payable |
— | |||||||
Franchise tax payable |
— | |||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | — | |||||
|
|
|
|
|||||
Cash Flows from Investing Activities |
||||||||
Cash deposited in Trust Account |
( |
) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) | — | |||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds received from initial public offering, gross |
— | |||||||
Proceeds received from private placement |
— | |||||||
Repayment of note payable to related party |
( |
) | — | |||||
Offering costs paid |
( |
) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
— |
|||||||
|
|
|
|
|||||
Net change in cash |
— | |||||||
Cash—beginning of the period |
— | |||||||
|
|
|
|
|||||
Cash—end of the period |
$ |
$ |
— |
|||||
|
|
|
|
|||||
Supplemental disclosure of noncash activities: |
||||||||
Offering costs included in accrued expenses |
$ | $ | — | |||||
Offering costs paid by related party under promissory note |
$ | $ | — | |||||
Deferred underwriting commissions in connection with the initial public |
$ | $ | — | |||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B |
$ | — | $ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the Year Ended December 31, 2021 |
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Class A |
Class B |
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Basic and diluted net loss per common stock: |
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Numerator: |
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Allocation of net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
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Basic and diluted weighted average common stock outstanding |
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|
|
|
|
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Basic and diluted net loss per common stock |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
For The Period From December 29, 2020 (inception) through December 31, 2020 |
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Class A |
Class B |
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Basic and diluted net loss per common stock: |
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Numerator: |
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Allocation of net loss |
$ | |
$ | ( |
) | |||
Denominator: |
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Basic and diluted weighted average common stock outstanding (1) |
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|
|
|
|
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Basic and diluted net loss per common stock |
$ | $ | ( |
) | ||||
|
|
|
|
(1) This number excludes an aggregate of up to |
|
Gross proceeds |
$ | |||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A common stock subject to possible redemption |
( |
) | ||
Plus: |
||||
Remeasurement on Class A common stock subject to possible redemption amount |
||||
Class A common stock subject to possible redemption |
$ | |||
• |
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 last reported sale price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). |
• |
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 determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock; |
• |
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described herein under the heading “Description of Securities—Warrants—Public Stockholders’ Warrants—Anti-dilution Adjustments”); and |
• |
if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described herein under the heading “Description of Securities—Warrants—Public Stockholders’ Warrants—Anti-dilution Adjustments”), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account—Money market fund |
$ | $ | $ | |||||||||
Liabilities: |
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Derivative warrant liabilities—Public warrants |
$ | $ | $ | |||||||||
Derivative warrant liabilities—Private placement warrants |
$ | $ | $ |
February 12, 2021 |
December 31, 2021 |
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Exercise price |
$ | $ | ||||||
Stock price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Term |
||||||||
Risk-free rate |
% | % |
Derivative warrant liabilities at December 31, 2020 |
$ | |||
Issuance of Public and Private Warrants |
||||
Transfer of Public Warrants to Level 1 |
( |
) | ||
Change in fair value of derivative warrant liabilities |
||||
Derivative warrant liabilities at December 31, 2021 |
$ | |||
December 31, 2021 |
For The Period From December 29, 2020 (inception) through December 31, 2020 |
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Current |
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Federal |
$ | $ | ||||||
State |
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Deferred |
||||||||
Federal |
( |
) | ( |
) | ||||
State |
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Change in valuation allowance |
||||||||
Income tax provision |
$ | $ | ||||||
December 31, 2021 |
For The Period From December 29, 2020 (inception) through December 31, 2020 |
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Deferred tax assets: |
||||||||
Start-up/Organization costs |
$ | |
$ | |
||||
Net operating loss carryforwards |
||||||||
Total deferred tax assets |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Deferred tax asset, net of allowance |
$ | $ | ||||||
December 31, 2021 |
For The Period From December 29, 2020 (inception) through December 31, 2020 |
|||||||
Statutory federal income tax rate |
% | % | ||||||
Change in fair value of derivative warrant liabilities |
( |
)% | % | |||||
Transaction costs allocated to derivative warrant liabilities |
( |
)% | % | |||||
Merger costs |
( |
)% | % | |||||
Change in valuation allowance |
( |
)% | ( |
)% | ||||
Income Taxes Benefit |
% | % | ||||||