References to the "Company," "our," "us" or "we" refer to Trepont Acquisition
Corp I. The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the
audited condensed financial statements and the notes thereto contained elsewhere
in this Annual Report. Certain information contained in the discussion and
analysis set forth below includes forward-looking statements that involve risks
and uncertainties.
In this Annual Report, we are restating our audited financial statements as of
December 31, 2020,
our audited financial statements for the period from September 25, 2020
(inception) through December 31, 2020
and the audited balance sheet issued in connection with our initial public
offering on December 4, 2020.
.
In preparation of our financial statements as of and for the quarterly period
ended September 30, 2021, we concluded we should revise our previously filed
financial statements to classify all Class A ordinary shares subject to possible
redemption in temporary equity. In accordance with the SEC and its staff's
guidance on redeemable equity instruments in ASC 480-10-S99, redemption
provisions not solely within our control require shares subject to redemption to
be classified outside of permanent equity. We had previously classified a
portion of its Class A ordinary shares in permanent equity, or total
shareholders' equity. Although we did not specify a maximum redemption
threshold, our charter currently provides that we will not redeem our public
shares in an amount that would cause our net tangible assets to be less than
$5,000,001. Previously, we did not consider redeemable share classified as
temporary equity as part of net tangible assets. Effective with its financial
statements for the quarterly period ended September 30, 2021, the Company
revised this interpretation to include temporary equity in net tangible assets.
In addition, in connection with the change in presentation for the Class A
ordinary shares subject to possible redemption, we determined we should restate
our earnings per share calculation to allocate income and losses shared pro rata
between the two classes of shares. This presentation contemplates a business
combination as the most likely outcome, in which case, both classes of shares
share pro rata in our income and losses.
After further consideration of the impact of the error that led to the revised
September 30, 2021 financial statements, on January 24, 2022, the management and
the audit committee of our board of directors concluded that our previously
issued (i) audited balance sheet as of December 4, 2020 (the "Post IPO Balance
Sheet"), as previously revised in our 2020 Form 10-K/A No. 1, (ii) audited
financial statements included in the 2020 Form 10- K/A No. 1, (iii) unaudited
interim financial statements included in the Company's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June
21, 2021; and (iv) unaudited interim financial statements included in our
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021,
filed with the SEC on August 16, 2021, should be restated to report all Public
Shares as temporary equity and should no longer be relied upon. As such, we will
restate our financial statements for the Affected Periods in this Form 10- K/A
for the Post IPO Balance Sheet and our audited financial statements included in
the 2020 Form 10-K/A No. 1. The unaudited condensed financial statements for the
periods ended March 31, 2021 and June 30, 2021 will be amended in our Quarterly
Report on Form 10-Q/A for the quarterly period ended September 30, 2021, to be
filed with the SEC.
The restatement does not have an impact on our cash position and cash held in
the Trust Account.
In connection with the restatement, our management reassessed the effectiveness
of our disclosure controls and procedures for the periods affected by the
restatement. As a result of that reassessment, we determined that our disclosure
controls and procedures for such periods were not effective with respect to the
classification of the Company's complex financial instruments. For more
information, see "Part II, Item 9A. Controls and Procedures" included in this
Annual Report .

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The financial information that has been previously filed or otherwise reported
for these periods is superseded by the information in this Annual Report, and
the financial statements and related financial information contained in such
previously filed reports should no longer be relied upon.
The restatement is more fully described in Note 2 of the notes to the financial
statements included herein.
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form
10-K
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have
based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar
expressions. Such statements include, but are not limited to, possible business
combinations and the financing thereof, and related matters, as well as all
other statements other than statements of historical fact included in this Form
10-K. Factors that might cause or contribute to such a discrepancy include, but
are not limited to, those described in our other SEC filings.
Overview
We are a blank check company incorporated on September 25, 2020 as a Cayman
Islands exempted company for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses that we have not yet identified. Our
sponsor is Trepont Acquisition I, LLC, a Delaware limited liability company.
The registration statement for our IPO was declared effective on December 1,
2020. On December 4, 2020, we consummated our IPO of 23,000,000, at $10.00 per
Unit, generating gross proceeds of $230.0 million.
Simultaneously with the closing of the IPO, we consummated the private placement
of 8,900,000 warrants, at a price of $1.00 per private placement warrant,
generating total gross proceeds of $8.9 million.
Upon the closing of the IPO and the private placement, $232.3 million ($10.10
per Unit) of the net proceeds of the IPO and certain of the proceeds of the
private placement were placed in a trust account, located in the United States
with Continental Stock Transfer & Trust Company acting as trustee, and invested
only in U.S. government treasury obligations with a maturity of 185 days or less
or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act of 1940, as amended, or the "Investment Company
Act," which invest only in direct U.S. government treasury obligations, as
determined by the Company, until the earlier of: (i) the completion of a
business combination and (ii) the distribution of the trust account as described
below.
Our management has broad discretion with respect to the specific application of
the net proceeds of the IPO and the sale of private placement warrants, although
substantially all of the net proceeds are intended to be applied generally
toward consummating a business combination.
If we are unable to complete a business combination within the alloted
18-month
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 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 on the funds held in the trust account
(less taxes payable and up to $100,000 of interest income to pay dissolution
expenses), divided by the

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number of then outstanding public shares, which redemption will completely
extinguish public shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any) and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the
remaining shareholders and the board of directors, liquidate and dissolve,
subject in the case of clauses (ii) and (iii) to the Company's obligations under
Cayman Islands law to provide for claims of creditors and in all cases subject
to the other requirements of applicable law. There will be no redemption rights
or liquidating distributions with respect to the warrants, which will expire
worthless if the Company fails to complete its initial business combination
within the alloted
18-month
period.
Liquidity and Capital Resources
As of December 31, 2020, we had approximately $1.6 million due from related
party and working capital of approximately $2.1 million.
To date, our liquidity needs have been satisfied through a payment of $25,000
from our sponsor to cover certain expenses on our behalf in exchange for the
issuance of the founder shares to our sponsor, a loan of approximately $89,000
pursuant to a promissory note issued to our sponsor and the net proceeds from
the consummation of the private placement not held in the trust account. We
repaid approximately $64,000 of the principal balance on December 10, 2020. As
of December 31, 2020, the outstanding principal balance was $25,000. In
addition, in order to finance transaction costs in connection with a business
combination, our sponsor may, but is not obligated to, provide us working
capital loans. To date, we have not borrowed under the working capital loans.
Based on the foregoing, management believes that we will have sufficient working
capital and borrowing capacity from our sponsor or an affiliate of our sponsor,
or our officers and directors to meet our needs through the earlier of the
consummation of a business combination or one year from this filing. Over this
time period, we will be using these funds for paying existing accounts payable,
identifying and evaluating prospective initial business combination candidates,
performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to merge with or acquire, and
structuring, negotiating and consummating the business combination.
Subsequent to the Company's previously issued Form 10-K/A on June 9, 2021, in
connection with the Company's assessment of going concern considerations in
accordance with FASB's ASU No. 205-40,
Basis of Presentation-Going Concern
, management has determined that the mandatory liquidation and subsequent
dissolution raise substantial doubt about the Company's ability to continue as a
going concern. No adjustments have been made to the carrying amounts of assets
or liabilities should the Company be required to liquidate after June 4, 2022.
The financial statements do not include any adjustment that might be necessary
if the Company is unable to continue as a going concern. The Company intends to
complete its initial business combination before the mandatory liquidation date;
however, there can be no assurance that the Company will be able to consummate
any business combination by June 4, 2022.
Results of Operations
Our entire activity since inception through December 31, 2020 related to our
formation, the preparation for the IPO, and since the closing of the IPO, the
search for a prospective initial business combination. We have neither engaged
in any operations nor generated any revenues to date. We will not generate any
operating revenues until after completion of our initial business combination.
We will generate
non-operating
income in the form of interest income on cash and cash equivalents. We expect to
incur increased expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.
For the period from September 25, 2020 (inception) through December 31, 2020, we
had net loss of approximately $6.2 million, which consisted of approximately
$5.3 million loss from changes in fair value of derivative warrant liabilities,
financing costs of approximately $0.8 million, and approximately $126,000 in
general and administrative expenses, which was partially offset by an
approximately $1,000 interest earned on investments held in trust account.

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We classify the Warrants issued in connection with our Initial Public Offering
and Private Placement as liabilities at their fair value and adjust the warrant
instruments to fair value at each reporting period. These liabilities are
subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in our statement of operations. For the period from September 25,
2020 (inception) through December 31, 2020, the change in fair value of warrants
was an increase of $5.3 million.
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations,
operating lease obligations, purchase obligations or long-term liabilities.
Critical Accounting Policies
This management's discussion and analysis of our financial condition and results
of operations is based on our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of our financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses and the disclosure of contingent assets and liabilities in
our financial statements. On an ongoing basis, we evaluate our estimates and
judgments, including those related to fair value of financial instruments and
accrued expenses. We base our estimates on historical experience, known trends
and events and various other factors that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The Company has identified the following as its
critical accounting policies:
Class A Ordinary Shares Subject to Possible Redemption
Class A ordinary shares subject to mandatory redemption (if any) are classified
as liability instruments and are measured at fair value. Conditionally
redeemable Class A ordinary shares (including Class A 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,
Class A ordinary shares are classified as shareholders' equity. Our Class A
ordinary shares feature certain redemption rights that are considered to be
outside of our control and subject to the occurrence of uncertain future events.
Accordingly, at December 31, 2020, 23,000,000 Class A ordinary shares subject to
possible redemption are presented as temporary equity, outside of the
shareholders' equity section of the Company's balance sheet.
Net Income (Loss) Per Ordinary Share
We have two classes of shares: Class A ordinary shares and Class B ordinary
shares. Income and losses are shared pro rata between the two classes of shares.
Net income (loss) per ordinary share is computed by dividing net income (loss)
by the weighted-average number of ordinary shares outstanding during the
periods. We do not consider the effect the warrants sold in the IPO and the
private placement, an aggregate of 20,400,000 warrants, would have on diluted
net income (loss) per share if exercised to purchase the Company's Class A
ordinary shares because their exercise is contingent upon future events and
their inclusion would be anti-dilutive under the treasury stock method.
As a result, diluted net income (loss) per share is the same as basic net income
(loss) per share for the period from September 25, 2020 (inception) through
December 31, 2020. Accretion associated with the Class A ordinary shares subject
to possible redemption is excluded from earnings per share as the redemption
value approximates fair value.
Derivative Warrant Liabilities
We do not use derivative instruments to hedge exposures to cash flow, market or
foreign currency risks. We evaluate all of our financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives, pursuant to ASC 480
and ASC
815-15.
The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is
re-assessed
at the end of each reporting period.

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We issued 11,500,000 warrants to purchase Class A ordinary shares to investors
in our Initial Public Offering and issued 8,900,000 Private Placement Warrants.
All of our outstanding warrants are recognized as derivative liabilities in
accordance with ASC
815-40.
Accordingly, we recognize the warrant instruments as liabilities at fair value
and adjust the instruments to fair value at each reporting period. The
liabilities are subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in our statement of operations. The fair value of Public Warrants
issued in connection with the Initial Public Offering was measured using a Monte
Carlo simulation model. The fair value of the Private Placement warrants has
been estimated using a Black Scholes simulation model at each measurement date.
The fair value of the Public Warrants issued in connection with our Initial
Public Offering will be measured based on the listed market price of such
warrants, once these warrants begin separately trading. Derivative warrant
liabilities are classified as
non-current
liabilities as their liquidation is not reasonably expected to require the use
of current assets or require the creation of current liabilities.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU No. 2020-06,
Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging-Contracts in Entity' Own Equity (Subtopic 815-40): Accounting for
Convertible Instruments and Contracts in an Entity' Own Equity
("ASU 2020-06"), 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 simplifies the
diluted earnings per share calculation in certain areas. The Company adopted ASU
2020-06 on January 1, 2021 using the modified retrospective method for
transition. Adoption of the ASU did not impact the Company's financial position,
results of operations or cash flows. The Company's management does not believe
that any other recently issued, but not yet effective, accounting standards if
currently adopted would have a material effect on the accompanying financial
statements.
Off-Balance
Sheet Arrangements
As of December 31, 2020, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.
Inflation
We do not believe that inflation had a material impact on our business, revenues
or operating results during the period presented.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for
non-emerging
growth companies. As a result, the financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) provide
all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply

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Table of Contents with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an "emerging growth company," whichever is earlier.

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