Cayman Islands | | | 6770 | | | 98-1583469 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
David Ni, Esq. | | | Jon W. Daly, Esq. | | | Ilir Mujalovic, Esq. |
Sidley Austin LLP | | | Sidley Austin LLP | | | Shearman & Sterling LLP |
787 Seventh Avenue | | | 1000 Louisiana St. | | | 599 Lexington Ave |
New York, New York 10019 | | | Houston, Texas 77002 | | | New York, New York 10022 |
Tel: (212) 839-5900 | | | Tel: (713) 495-4500 | | | Tel: (212) 848-4000 |
Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ |
| | | | | | Emerging growth company ☒ |
Title of Each Class of Security Being Registered | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant(2) | | | 23,000,000 Units | | | $10.00 | | | $230,000,000 | | | 25,093 |
Class A ordinary shares included as part of the units(3) | | | 23,000,000 Shares | | | — | | | — | | | — |
Redeemable warrants included as part of the units(3) | | | 11,500,000 Warrants | | | — | | | — | | | — |
Total | | | | | | | $230,000,000 | | | $25,093(5) |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. |
(2) | Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. |
(3) | Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits or sub-divisions, share dividends or similar transactions. |
(4) | No fee pursuant to Rule 457(g) under the Securities Act. |
(5) | Previously paid. |
| | Per Unit | | | Total | |
Public offering price | | | $10.00 | | | $200,000,000 |
Underwriting discounts and commissions(1) | | | $0.529 | | | $10,576,500 |
Proceeds, before expenses, to us | | | $9.471 | | | $189,423,500 |
(1) | $1,846,000 in the aggregate (or $2,446,000 if the underwriter’s option to purchase additional units is exercised in full), is payable upon the closing of this offering. Includes $6,730,500 in the aggregate (or $7,780,500 in the aggregate if the underwriter’s option to purchase additional units is exercised in full) payable to the underwriter for deferred underwriting commissions and up to an additional $2,000,000 in the aggregate that may be payable to the underwriter, at our sole discretion, in connection with its services to be provided to us in consummating our initial business combination, in each case, to be placed in a trust account located in the United States as described in this prospectus and released to the underwriter only upon the completion of an initial business combination. See also “Underwriting” for a description of underwriting compensation payable to the underwriter. |
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• | “we,” “us,” “our” or our “company” are to Learn CW Investment Corporation, a Cayman Islands exempted company; |
• | “amended and restated memorandum and articles of association” are to our Amended and Restated Memorandum and Articles of Association to be in effect prior to or upon completion of this offering; |
• | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
• | “CWAM LLC” are to CWAM SPAC I LLC, a Delaware limited liability company and a member of our sponsor; |
• | “founder shares” are to our Class B ordinary shares initially purchased by and issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
• | “initial shareholders” are to our sponsor and any other holder of our founder shares prior to this offering (including any permitted transferees); |
• | “Learn Capital, LLC” are to Learn Capital, LLC, a Delaware limited liability company and a member of our sponsor; |
• | “management” or our “management team” are to our executive officers and directors, and “directors” are to our current directors and director nominees; |
• | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
• | “private placement warrants” are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; |
• | “public shareholders” are to the holders of our public shares, including our initial shareholders and members of our management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• | “public shares” are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); |
• | “Softbank” are to a fund managed by SB Management Limited, a 100% directly owned subsidiary of SoftBank Group Corp., who has expressed to us an interest to purchase an aggregate of $100.0 million of units in this offering, as further described herein; |
• | “sponsor” or “founders” are to CWAM LC Sponsor LLC, a Delaware limited liability company, which is controlled by its members CWAM LLC and Learn Capital, LLC; |
• | “sponsor investors” are certain members of our sponsor that have expressed an interest to purchase an aggregate of $7.7 million of units in this offering, as further described herein; |
• | “warrants” are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and |
• | “$” or “U.S. dollar” each refer to the United States dollar. |
• | Early Years: 4% |
• | K-12: 11-12% |
• | Higher Education: 16-17% |
• | B2C (Tutoring): 25-32% |
• | Training: 16-18% |
• | a track record of successfully identifying, acquiring and growing companies and ability to deliver shareholder value over an extended time period with above-market-average investment returns; |
• | experience deploying a proven value creation toolkit including recruiting world-class talent, identifying value enhancements, delivering operating efficiencies and successfully integrating strategic acquisitions; and |
• | an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership. |
• | are fundamentally sound but are underperforming their potential; |
• | exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace; |
• | are at an inflection point where we believe we can drive improved financial performance; |
• | offer opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence; |
• | can benefit from our founders’ knowledge of the target sectors, proven collection of operational strategies and tools, and past experiences in profitability and rapidly scaling businesses; |
• | are valued attractively relative to their existing cash flows and potential for operational improvement; and |
• | offer an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks. |
• | one Class A ordinary share; and |
• | one-half of one redeemable warrant. |
(1) | Assumes no exercise of the underwriter’s option to purchase additional units and 750,000 founder shares are surrendered to us by our sponsor for no consideration. |
(2) | Includes up to 750,000 founder shares that will be surrendered to us by our sponsor for no consideration depending on the extent to which the underwriter’s option to purchase additional units is exercised. Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.” |
(3) | Includes 20,000,000 public shares and 5,000,000 founder shares. |
• | 30 days after the completion of our initial business combination; and |
• | 12 months from the closing of this offering; |
• | 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, which we refer to as the “30-day redemption period”; and |
• | if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $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 under the heading “Description of Securities — Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within any 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. |
• | 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 the table set forth under “Description of Securities — Warrants — Public Shareholders’ Warrants” based on the redemption date and the “Fair Market |
• | if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send 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 any 30-trading day 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 for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”), then the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
• | prior to our initial business combination, only holders of our Class B ordinary shares have the right to vote on the appointment of directors, including in connection with the completion of our |
• | the founder shares are subject to certain transfer restrictions contained in a letter agreement that our initial shareholders, directors and officers have entered into with us, as described in more detail below; |
• | pursuant to such letter agreement, our initial shareholders, directors and officers have agreed to (i) waive their redemption rights with respect to their founder shares and public shares held by them, as applicable, in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (a) that would affect the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months (or up to 24 months if the period of time to consummate a business combination is extended) from the closing of this offering or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months (or up to 24 months if the period of time to consummate a business combination is extended) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, Softbank, the sponsor investors, our initial shareholders, directors and officers have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, assuming Softbank and the sponsor investors continue to own the shares they have indicated an interest in purchasing, we would not need any additional shares to be voted in favor of a transaction, in order to have such initial business combination approved; |
• | the founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, as described below adjacent to the caption “Founder shares conversion and anti-dilution rights”; and |
• | the founder shares are entitled to registration rights. |
• | the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,650,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and |
• | any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to, or invest in, us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and |
• | repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. |
• | We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers or directors which may raise potential conflicts of interest. |
• | Past performance of our founders and the other members of our management team, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to shareholders. |
• | Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. |
• | If we seek shareholder approval of our initial business combination, Softbank, the sponsor investors, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. As a result, your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash. |
• | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
• | The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets. |
• | Our warrants are expected to be accounted for as derivative liabilities and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination. |
• | If we seek shareholder approval of our initial business combination, our sponsor, Softbank, the sponsor investors, the initial shareholders, our directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants. |
• | If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. |
• | If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for up to 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. |
• | Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination. |
• | The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time. |
• | Unlike some other similarly structured blank check companies, our sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination. |
• | We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders. |
• | After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights. |
• | Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management. |
| | June 30, 2021 | ||||
| | Actual | | | As Adjusted | |
Balance Sheet Data: | | | | | ||
Working capital (deficiency)(1) | | | $(523,983) | | | $180,900,602 |
Total assets(2) | | | $709,525 | | | $203,664,784 |
Total liabilities(3) | | | $694,741 | | | $22,764,182 |
Value of ordinary share subject to possible conversion/tender(4) | | | $— | | | $202,000,000 |
Shareholders’ equity(5) | | | $14,784 | | | $(21,099,398) |
(1) | The “as adjusted” calculation includes $202,000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,650,000 of cash held outside the trust account, less $8,730,500 of deferred underwriting commissions and $14,033,682 of warrant liability (assuming full payment of $6,730,500 of firm deferred underwriting commissions and an additional $2,000,000 of discretionary deferred underwriting commissions), plus $14,784 of actual shareholder’s equity at June 30, 2021. |
(2) | The “as adjusted” calculation includes $202,000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,650,000 of cash held outside the trust account, plus $14,784 of actual shareholder’s equity at June 30, 2021. |
(3) | The “as adjusted” calculation includes $6,730,500 of deferred underwriting commissions and $14,033,682 of warrant liability, assuming the over-allotment option is not exercised and the full payment of $2,000,000 in discretionary deferred underwriting commissions to the underwriter. |
(4) | The “as adjusted” calculation equals the 20,000,000 shares of Class A ordinary shares purchased in the public offering multiplied by the redemption value of $10.10 per share/unit. |
(5) | Excludes 20,000,000 shares of Class A ordinary shares purchased in the public offering, which are subject to redemption in connection with our initial business combination. The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the value of the Class A ordinary shares ($10.10 per share/unit). |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
(i) | we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share; |
(ii) | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions); and |
(iii) | the Market Value is below $9.20 per share, |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots, civil disturbances and wars; |
• | regime changes and political upheaval; and |
• | deterioration of political relations with the United States. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation or prevailing interest rates; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business at attractive values; |
• | a review of debt-to-equity ratios in leveraged transactions; |
• | our capital structure; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of this offering; and |
• | other factors as were deemed relevant. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of the NYSE; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of the prospective target business; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases); |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance following this offering. |
| | Without Option to Purchase Additional Units | | | Option to Purchase Additional Units Exercised | |
Gross proceeds | | | | | ||
Gross proceeds from units offered to public(1) | | | $200,000,000 | | | $230,000,000 |
Gross proceeds from private placement warrants offered in the private Placement | | | 6,246,000 | | | 7,146,000 |
Total gross proceeds | | | $206,246,000 | | | $237,146,000 |
Estimated offering expenses(2) | | | | | ||
Underwriting commissions (excluding deferred portion)(3) | | | $1,846,000 | | | $2,446,000 |
Legal fees and expenses | | | 300,000 | | | 300,000 |
Printing and engraving expenses | | | 35,000 | | | 35,000 |
Accounting fees and expenses | | | 40,000 | | | 40,000 |
SEC expenses | | | 25,093 | | | 25,093 |
FINRA expenses | | | 35,000 | | | 35,000 |
NYSE listing and filing fees | | | 85,000 | | | 85,000 |
Miscellaneous | | | 229,907 | | | 229,907 |
Total estimated offering expenses (excluding underwriting commissions) | | | $750,000 | | | $750,000 |
Proceeds after estimated offering expenses | | | $203,650,000 | | | $233,950,000 |
Held in trust account(3) | | | $202,000,000 | | | $232,300,000 |
Percentage of public offering size | | | 101% | | | 101% |
Not held in trust account | | | $1,650,000 | | | $1,650,000 |
| | Amount | | | Percentage of Total | |
Legal, accounting, due diligence, travel, consulting and other expenses in connection with a search for and consummation of any business combination(6) | | | $400,000 | | | 24.2% |
Legal and accounting fees related to regulatory reporting obligations | | | 100,000 | | | 6.1% |
NYSE continued listing fees | | | 125,000 | | | 7.6% |
Director and Officer liability insurance premiums | | | 650,000 | | | 39.3% |
Working capital to cover miscellaneous expenses | | | 375,000 | | | 22.7% |
Total | | | $1,650,000 | | | 100.0% |
(1) | Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. |
(2) | In addition, a portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. These loans will be repaid upon completion of this offering out of the $750,000 of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions. In the event that offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. If offering expenses are greater than set forth in this table, such excess will reduce amounts available post-closing for working capital expenses. |
(3) | The underwriter has agreed to defer a certain portion of the underwriting commissions. Upon and concurrently with the completion of our initial business combination, up to $6,730,500 which constitutes the firm deferred underwriting commissions (or $7,780,500 if the underwriter’s option to purchase additional units is exercised in full) and up to an additional $2,000,000 of discretionary deferred underwriting commissions payable to the underwriter, at our sole discretion, in connection with its services to be provided to us in consummating our initial business combination, will be paid, in each case, to the underwriter from the funds held in the trust account. See “Underwriting.” The remaining funds, less amounts released to the trustee to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriter will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. |
(4) | These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence |
(5) | Assumes no exercise of the underwriter’s option to purchase additional units. |
(6) | Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no-shop” provision and commitment fees for financing. |
| | Without Over-allotment | | | With Over-allotment | |||||||
Public offering price | | | | | $10.00 | | | | | $10.00 | ||
Net tangible book deficit before this offering | | | $(0.10) | | | | | $(0.09) | | | ||
Decrease attributable to public shareholders | | | $(4.12) | | | | | $(4.12) | | | ||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | | (4.22) | | | | | (4.21) | ||
Dilution to public shareholders | | | | | $14.22 | | | | | $14.21 | ||
Percentage of dilution to public shareholders | | | 142.2% | | | | | 142.1% | | |
| | Shares Purchased | | | Total Consideration | | | Average Price per Share | |||||||
| | Number | | | Percentage | | | Amount | | | Percentage | | |||
Class B ordinary shares(1) | | | 5,000,000 | | | 20.0% | | | $25,000 | | | 0.1% | | | $0.005 |
Public Shareholders | | | 20,000,000 | | | 80.00% | | | 200,000,000 | | | 99.99% | | | $10.00 |
| | 25,000,000 | | | 100.0% | | | $200,025,000 | | | 100.0% | | |
(1) | Assumes no exercise of the underwriter’s option to purchase additional units and the corresponding forfeiture of 750,000 Class B ordinary shares held by our sponsor. |
| | Without Over-allotment | | | With Over-allotment | |
Numerator: | | | | | ||
Net tangible book deficit before this offering | | | $(523,983) | | | $(523,983) |
Net proceeds from this offering and sale of the private placement warrants(1) | | | $203,650,000 | | | $233,950,000 |
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value before this offering | | | $538,767 | | | $538,767 |
Less: Warrant liability(2) | | | $(14,033,682) | | | $(16,091,982) |
Less: Deferred underwriting commissions | | | $(8,730,500) | | | $(9,780,500) |
Less: Proceeds held in trust subject to redemption(2) | | | $(202,000,000) | | | $(232,300,000) |
| | $(21,099,398) | | | $(24,207,698) | |
Denominator: | | | | | ||
Class B ordinary shares issued and outstanding prior to this offering | | | 5,750,000 | | | 5,750,000 |
Class B ordinary shares forfeited if over-allotment is not exercised | | | (750,000) | | | — |
Class A ordinary shares included in the units offered | | | 20,000,000 | | | 23,000,000 |
Less: Class A ordinary shares subject to redemption | | | (20,000,000) | | | (23,000,000) |
| | 5,000,000 | | | 5,750,000 |
(1) | Expenses applied against gross proceeds include offering expenses of $750,000 and underwriting commissions of $1,846,000 (if the underwriter’s option to purchase additional units is not exercised) or $2,446,000 (if the underwriter’s option to purchase additional units is exercised) (in all cases excluding deferred underwriting commissions). See “Use of Proceeds.” |
(2) | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases and Other Transactions with Respect to Our Securities.” |
| | June 30, 2021 | ||||
| | Actual | | | As Adjusted(1) | |
Deferred underwriting commissions(2) | | | $— | | | $8,730,500 |
Notes payable to related party | | | $300,000 | | | $— |
Warrant Liability(3) | | | $— | | | $14,033,682 |
Class A ordinary shares, subject to redemption(4) | | | $— | | | $202,000,000 |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding (actual and as adjusted) | | | $— | | | $— |
Ordinary shares, 220,000,000 shares authorized (actual and adjusted) | | | | | ||
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized (actual and as adjusted); no shares issued and outstanding (actual and as adjusted)(4) | | | $— | | | $— |
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(5) | | | $575 | | | $500 |
Additional paid-in capital(6) | | | $24,425 | | | $— |
Accumulated deficit | | | $(10,216) | | | $(21,099,898) |
Total shareholders’ equity | | | $14,784 | | | $(21,099,398) |
Total capitalization | | | $314,784 | | | $203,664,784 |
(1) | Assumes no exercise of the underwriter’s option to purchase additional units and the corresponding forfeiture of 750,000 Class B ordinary shares held by our sponsor. |
(2) | Assuming full payment of (a) $6,730,500 in the aggregate (or $7,780,500 in the aggregate if the underwriter’s option to purchase additional units is exercised in full) payable to the underwriter for firm deferred underwriting commissions and (b) an additional $2,000,000 of discretionary deferred underwriting commissions payable to the underwriter, at our sole discretion, in connection with its services to be provided to us in consummating our initial business combination. |
(3) | The warrants are expected to be accounted for as derivative liabilities in accordance with the guidance contained in ASC 815-40. Such guidance provides that, because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we will classify each warrant as a liability at its fair value. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations. The warrants are also subject to re-evaluation of the proper classification and accounting treatment at each reporting period. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
(4) | Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable). |
(5) | Actual share amount is prior to any forfeiture of founder shares by our sponsor and as adjusted share amount assumes no exercise of the underwriters’ over-allotment option. |
(6) | The “as adjusted” additional paid-in capital calculation is adjusted to zero, with the off-setting balance recorded to accumulated deficit since additional paid-in capital cannot be less than zero. |
• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation or prevailing interest rates; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | staffing for financial, accounting and external reporting areas, including segregation of duties; |
• | reconciliation of accounts; |
• | proper recording of expenses and liabilities in the period to which they relate; |
• | evidence of internal review and approval of accounting transactions; |
• | documentation of processes, assumptions and conclusions underlying significant estimates; and |
• | documentation of accounting policies and procedures. |
• | Early Years: 4% |
• | K-12: 11-12% |
• | Higher Education: 16-17% |
• | B2C (Tutoring): 25-32% |
• | Training: 16-18% |
• | a track record of successfully identifying, acquiring and growing companies and ability to deliver shareholder value over an extended time period with above-market-average investment returns; |
• | experience deploying a proven value creation toolkit including recruiting world-class talent, identifying value enhancements, delivering operating efficiencies and successfully integrating strategic acquisitions; and |
• | an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership. |
• | are fundamentally sound but are underperforming their potential; |
• | exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace; |
• | are at an inflection point where we believe we can drive improved financial performance; |
• | offer opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence; |
• | can benefit from our founders’ knowledge of the target sectors, proven collection of operational strategies and tools, and past experiences in profitably and rapidly scaling businesses; |
• | are valued attractively relative to their existing cash flows and potential for operational improvement; and |
• | offer an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of Class A ordinary shares then issued and outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding; |
• | any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or |
• | the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |