☒ |
QUARTERLY 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
|
Cayman Islands |
N/A | |
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
11501 Rock Rose Avenue, Suite 200
Austin, Texas
|
78758 | |
(Address of Principal Executive Offices)
|
Zip Code
|
Title of Each Class | Trading Symbol(s) |
Name of Each Exchange on Which Registered |
Class A ordinary shares, par value $0.0001 per share |
DISA |
The Nasdaq Stock Market LLC |
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
DISAW |
The Nasdaq Stock Market LLC |
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
DISAU |
The Nasdaq Stock Market LLC |
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer |
☒
|
Smaller reporting company
|
☒ |
Emerging growth company
|
☒ |
Page
| |
1
| |
1
| |
1
| |
2
| |
3
| |
4
| |
5
| |
19
| |
23 | |
23 | |
25 | |
25 | |
25 | |
25
| |
25 | |
25 | |
25 | |
26 |
Item 1. |
Financial Statements
|
CONDENSED BALANCE SHEETS
March 31, 2022 | December 31, 2021 | |||||||
(Unaudited) |
(Audited) | |||||||
Assets
| ||||||||
Current assets:
| ||||||||
Cash
|
$
|
29,079
|
$
|
213,495
| ||||
Prepaid expenses
|
399,343
|
406,185
| ||||||
Total current assets
|
428,422
|
619,680
| ||||||
Prepaid expenses - non-current
| - | 90,445 | ||||||
Cash held in trust account
|
275,045,706
|
275,018,013
| ||||||
Total assets
|
$
|
275,474,128
|
$
|
275,728,138
| ||||
Liabilities, redeemable ordinary shares and shareholders' deficit
| ||||||||
Current liabilities:
| ||||||||
Accounts payable and accrued expenses
|
$
|
1,418,277
|
$
|
1,088,421
| ||||
Due to related party | - | 131,634 | ||||||
Promissory note - related party | 77,000 | 77,000 | ||||||
Total current liabilities
|
1,495,277
|
1,297,055
| ||||||
Warrant liabilities
|
3,502,580
|
11,345,066
| ||||||
Deferred underwriting discount
|
9,625,000
|
9,625,000
| ||||||
Total liabilities
|
14,622,857
|
22,267,121
| ||||||
Commitments and contingencies (See Note 6) | ||||||||
Class A ordinary shares subject to possible redemption, 27,500,000shares at redemption value of $10.00at March 31, 2022 and December 31, 2021 |
275,000,000
|
275,000,000
| ||||||
Shareholders' deficit:
| ||||||||
Preference shares, $0.0001par value; 1,000,000shares authorized; 0shares issued and outstanding at March 31, 2022 and December 31, 2021 |
-
|
-
| ||||||
Class A ordinary shares, $0.0001par value; 200,000,000shares authorized; noneissued and outstanding, excluding 27,500,000shares subject to possible redemption at March 31, 2022 and December 31, 2021 |
-
|
-
| ||||||
Class B ordinary shares, $0.0001par value; 20,000,000shares authorized; 6,875,000shares issued and outstanding at March 31, 2022and December 31, 2021 |
688
|
688
| ||||||
Additional paid-in capital
|
- |
-
| ||||||
Accumulated deficit
|
(14,149,417
|
)
|
(21,539,671
|
)
| ||||
Total shareholders' deficit
|
(14,148,729
|
)
|
(21,538,983
|
)
| ||||
Total liabilities, redeemable ordinary shares and shareholders' deficit
|
$
|
275,474,128
|
$
|
275,728,138
|
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three months ended | For the three months ended | |||||||
March 31, 2022 |
March 31, 2021 | |||||||
Formation and operating costs
|
$
|
479,926
| $ | 25,442 | ||||
Loss from operations
|
(479,926
|
)
| (25,442 | ) | ||||
Other income (expense):
| ||||||||
Dividend earned on trust account
| 27,694 | - | ||||||
Change in fair value of warrant liabilities
|
7,842,486
| 281,480 | ||||||
Offering expenses related to warrant issuance
|
-
| (634,367 | ) | |||||
Total other income (expense), net |
7,870,180
| (352,887 | ) | |||||
Net income (loss)
|
$
|
7,390,254
| $ | (378,329 | ) | |||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
27,500,000 | 25,000,000 | ||||||
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption
| $ |
0.21 | $ | (0.01 | ) | |||
Basic and diluted weighted average shares outstanding, Class B ordinary shares
|
6,875,000 |
7,187,500 | ||||||
Basic and diluted net income (loss) per share, Class B ordinary shares
|
$
|
0.21 | $ | (0.01 | ) |
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021
Ordinary Shares
| Total | |||||||||||||||||||||||||||
Class A
|
Class B
|
Additional
|
Accumulated
|
Shareholders'
| ||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Paid-In Capital
|
Deficit
|
Deficit
| ||||||||||||||||||||||
Balance as of January 1, 2022 |
-
|
$
|
-
|
6,875,000
|
$
|
688
|
$
|
-
|
$
|
(21,539,671
|
)
|
$
|
(21,538,983
|
)
| ||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
7,390,254
|
7,390,254
| |||||||||||||||||||||
Balance as of March 31, 2022 |
-
|
$
|
-
|
6,875,000
|
$
|
688
|
$
|
-
|
$
|
(14,149,417
|
)
|
$
|
(14,148,729
|
)
|
Ordinary Shares
| Total | |||||||||||||||||||||||||||
Class A
|
Class B
|
Additional
|
Accumulated
|
Shareholders'
| ||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Paid-In Capital
|
Deficit
|
Deficit
| ||||||||||||||||||||||
Balance as of January 1, 2021
|
-
|
$
|
-
|
7,187,500
|
$
|
719
|
$
|
24,281
|
$
|
(12,485
|
)
|
$
|
12,155
| |||||||||||||||
Sale of Units in Initial Public Offering
|
25,000,000
|
2,500
|
-
|
-
|
-
|
-
|
2,500
| |||||||||||||||||||||
Ordinary share subject to redemption | (25,000,000 | ) | (2,500 | ) | - | - | - | - | (2,500 | ) | ||||||||||||||||||
Private placement warrants
|
-
|
-
|
-
|
-
|
796,950
|
-
|
796,950
| |||||||||||||||||||||
Measurement adjustment value of Class A to redemption value |
-
|
-
|
-
|
-
|
(821,231
|
)
|
(23,943,308
|
)
|
(24,764,539
|
)
| ||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(378,329
|
)
|
(378,329
|
)
| |||||||||||||||||||
Balance as of March 31, 2021 |
-
|
$
|
-
|
7,187,500
|
$
|
719
|
$
|
-
|
$
|
(24,334,482
|
)
|
$
|
(24,333,763
|
)
|
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021
For the three months ended |
For the three months ended | |||||||
March 31, 2022 | March 31, 2021 | |||||||
Cash Flows from Operating Activities:
| ||||||||
Net income (loss) |
$
|
7,390,254
| $ | (378,329 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
| ||||||||
Dividend earned on Trust account | (27,694 | ) | - | |||||
Change in fair value of warrant liability |
(7,842,486
|
)
|
(281,480
|
)
| ||||
Offering costs allocated to warrants
|
-
| 634,367 | ||||||
Changes in current assets and current liabilities:
| ||||||||
Prepaid assets
|
97,287
|
(818,358
|
)
| |||||
Accounts payable and accrued expenses |
198,223
| 822,000 | ||||||
Net cash used in operating activities
|
(184,416
|
)
|
(21,800
|
)
| ||||
Cash Flows from Investing Activities:
| ||||||||
Investment of cash into trust account
|
-
|
(250,000,000
|
)
| |||||
Net cash used in investing activities
|
-
|
(250,000,000
|
)
| |||||
Cash Flows from Financing Activities:
| ||||||||
Proceeds from initial public offering, net of underwriters' discount
|
-
| 245,000,000 | ||||||
Proceeds from issuance of private placement warrants
|
- | 7,000,000 | ||||||
Payments of offering costs
|
-
|
(575,716
|
)
| |||||
Net cash provided by financing activities
|
-
| 251,424,284 | ||||||
Net Change in Cash
|
(184,416
|
)
| 1,402,484 | |||||
Cash - Beginning
|
213,495
| - | ||||||
Cash - Ending
|
$
|
29,079
| $ | 1,402,484 | ||||
Supplemental disclosure of non-cash financing activities:
| ||||||||
Initial value of Class A Ordinary Shares subject to possible redemption
|
$
|
-
| $ | 250,000,000 | ||||
Initial value of warrant liabilities |
$
|
-
| $ | 17,264,085 | ||||
Deferred offering costs paid by sponsor in exchange for founder shares |
$
|
-
| $ | 8,750,000 |
NOTES TO CONDENSED FINANCIAL STATEMENTS
For the three months ended
March 31, 2022 |
For the three months ended
March 31, 2021 | |||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
| |||||||||||||
Basic and diluted net income (loss) per share:
| ||||||||||||||||
Numerator:
| ||||||||||||||||
Allocation of net income (loss) |
$
|
5,912,203
|
$
|
1,478,051
|
$
|
(293,848
|
)
|
$
|
(84,481
|
)
| ||||||
Denominator:
| ||||||||||||||||
Weighted-average shares outstanding
|
27,500,000
|
6,875,000
|
25,000,000
|
7,187,500
| ||||||||||||
Basic and diluted net income (loss) per share
|
$
|
0.21
|
$
|
0.21
| $ | (0.01 | ) |
$
|
(0.01
|
)
|
Gross proceeds from IPO
|
$
|
275,000,000
| ||
Less:
| ||||
Proceeds allocated to Public Warrants
|
(12,161,523
|
)
| ||
Ordinary share issuance costs
|
(14,578,504
|
)
| ||
Plus:
| ||||
Re-measurement of carrying value to redemption value |
26,740,027
| |||
Contingently redeemable ordinary share
|
$
|
275,000,000
|
● |
in whole and not in part;
|
● |
at a price of $0.01 per warrant;
|
● |
upon not less than 30 days' prior written notice of redemption to each warrant holder; and
|
● |
if, and only if, the reported closing price of the 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 in the Prospectus under the heading "Description of Securities-Warrants-Public Shareholders' Warrants-Anti-dilution Adjustments") for any 20 trading days within a 30-trading day period ending threebusiness days before the Company sends to the notice of redemption to the warrant holders.
|
● |
in whole and not in part;
|
● |
at a price of $0.10 per warrant;
|
● |
upon not less than 30 days' prior written notice of redemption to each warrant holder;
|
● |
if, and only if, the Reference Value (as defined above under "Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00") 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 in the Prospectus under the heading "Description of Securities-Warrants-Public Shareholders' 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 in the Prospectus under the heading "Description of Securities-Warrants-Public Shareholders' Warrants-Anti-dilution Adjustments"), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder's ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above.
|
● |
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.
|
March 31,
| Quoted Prices In
Active Markets | Significant Other
Observable Inputs | ||||||||||
2022 |
(Level 1)
|
(Level 2)
| ||||||||||
Description
| ||||||||||||
Assets:
| ||||||||||||
Cash held in trust account
| $ |
275,045,706 |
$
|
275,045,706
|
$
|
-
| ||||||
Liabilities:
| ||||||||||||
Public Warrants
|
2,262,334
|
2,262,334
|
-
| |||||||||
Private Warrants | 1,240,246 | - | 1,240,246 | |||||||||
Total | $ | 3,502,580 | $ | 2,262,334 | $ | 1,240,246 |
December 31,
|
Quoted
Prices In
Active
Markets
|
Significant
Other
Observable
Inputs
| ||||||||||
2021 |
(Level 1)
|
(Level 2)
| ||||||||||
Description
| ||||||||||||
Assets:
| ||||||||||||
Cash held in trust account
|
$
|
275,018,013
|
$
|
275,018,013
|
$
|
-
| ||||||
Liabilities:
| ||||||||||||
Public Warrants
|
7,332,417
|
7,332,417
|
-
| |||||||||
Private Warrants
|
4,012,649
|
-
|
4,012,649
| |||||||||
Total
|
$
|
286,363,079
|
$
|
282,350,430
|
$
|
4,012,649
|
March 31, 2022 |
December 31, 2021 | |||||||
Share price
|
$
|
9.78
|
$
|
9.80
| ||||
Strike price
|
$
|
11.50
|
$
|
11.50
| ||||
Term (in years)
|
5.77
|
5.45
| ||||||
Volatility
|
4.6
|
%
|
15.50
|
%
| ||||
Risk-free rate
|
2.41
|
%
|
1.30
|
%
| ||||
Dividend yield
|
0.0
|
%
|
0.00
|
%
|
Public
|
Private
Placement
|
Redeemable
(over-
allotment)
|
Private Placement
(over-allotment)
|
Warrant Liabilities
| ||||||||||||||||
Fair value as of December 31, 2021 |
$
|
6,665,833
|
$
|
3,745,139
|
$
|
666,584
|
$
|
267,510
|
$
|
11,345,066
| ||||||||||
Change in valuation inputs or other assumptions
|
(4,609,166
|
)
|
(2,587,575
|
)
|
(460,917
|
)
|
(184,828
|
)
|
(7,842,486
|
)
| ||||||||||
Fair value as of March 31, 2022 |
2,056,667
|
1,157,564
|
205,667
|
82,682
|
3,502,580
|
Fair value at December 31, 2021- Private Warrants | 4,012,649 | |||
Change in fair value
|
(2,772,403
|
)
| ||
Fair Value at March 31, 2022- Private Warrants
|
$
|
1,240,246
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit Number
|
Description
| |
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| ||
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| ||
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| ||
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| ||
101.INS
|
XBRL Instance Document.
| |
101.SCH
|
XBRL Taxonomy Extension Schema Document.
| |
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
| |
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
| |
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
| |
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
| |
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
|
By:
|
/s/ Phillip C. Caputo
| ||
Name:
|
Phillip C. Caputo
| ||
Title:
|
Chief Financial Officer
|
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Disruptive Acquisition Corporation I published this content on 19 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 May 2022 21:44:00 UTC.