NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Cohn
Robbins Holdings Corp. (formerly known as CSR Acquisition Corp.) (the “Company”) is a blank check company incorporated as
a Cayman Islands exempted company on July 13, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business
Combination”).
The
Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early
stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.
As
of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s
formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial
Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until
after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income
from the proceeds derived from the Initial Public Offering.
The
registration statement for the Company’s Initial Public Offering was declared effective on September 8, 2020. On September 11,
2020, the Company consummated the Initial Public Offering of 82,800,000 units (the “Units”), which includes the full exercise
by the underwriters of their over-allotment option in the amount of 10,800,000 Units, at $10.00 per Unit, generating gross proceeds of
$828,000,000, which is described in Note 4. Each Unit consists of one Class A ordinary share (the “Public Shares”) and one-third
of one redeemable warrant (the “Public Warrants”).
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 12,373,333 warrants (the “Private Placement
Warrants”) at a price of $1.50 per warrant in a private placement to the Company’s sponsor, Cohn Robbins Sponsor LLC (the
“Sponsor”), generating gross proceeds of $18,560,000, which is described in Note 5.
Transaction
costs amounted to $46,191,135, consisting of $16,560,000 of cash underwriting fees, $28,980,000 of deferred underwriting fees and $651,135
of other offering costs in connection with the Initial Public Offering and the sale of the Private Placement Warrants.
Following
the closing of the Initial Public Offering on September 11, 2020, an amount of $828,000,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the
“Trust Account”), which were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of
the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in
any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain
conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of
a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described
below.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more
operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (net of amounts
disbursed to management for working capital purposes, if permitted and excluding the deferred underwriting commissions and taxes payable
on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination
company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling
interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company
Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
COHN
ROBBINS HOLDINGS CORP.
NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
The
Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a
portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called
to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders
will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of
two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including any interest
(which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain
limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their
shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7).
There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
The
Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company
seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires
the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote
is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant
to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the
Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information
as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval
in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and
any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each
Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for
or against a Business Combination.
Notwithstanding
the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public
Shares without the Company’s prior written consent.
The
Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with
the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association
(i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial
Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination
Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business
combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares.
The
Company will have until September 11, 2022 to consummate a Business Combination (the “Combination Period”). However, if the
Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
(less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number
of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders
(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve,
subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants,
which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
COHN
ROBBINS HOLDINGS CORP.
NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
The
Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the
Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates
acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to
complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting
commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination
Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund
the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining
available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent
any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the
Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net
of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights
to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial
Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have
to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s
independent registered public accounting firm), prospective target businesses or other entities with which the Company does business,
execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Liquidity
and Going Concern
The
Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses and
offering costs in exchange for the issuance of the Founder Shares (as defined in Note 6), a loan of approximately $300,000 from the Sponsor
pursuant to a Note agreement, and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition,
in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note
6). On September 1, 2021, the Company entered into a convertible promissory note under the Working Capital Loans, referenced in Note
6, with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,000,000 (the “Convertible
Promissory Note”). As of September 30, 2021, the outstanding principal balance under the Working Capital Loan amounted to an aggregate
of $357,448. Based on the foregoing, the Company does not have sufficient liquidity to meet its anticipated obligations over the next
year from the issuance of these financial statements.
In
connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update
(“ASU”) 205-40, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”
the Company has until September 11, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate
a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of
the Company through one year from the issuance of these financial statements. If a Business Combination is not consummated by this date,
there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition
and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises 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 September 11, 2022. The Company intends to complete the proposed 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 September 11, 2022. In addition, the Company may need to raise additional capital through loans or additional investments from its
Sponsor, shareholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated
to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet
the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is
unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include,
but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.
the Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These
conditions raise substantial doubt about the Company’s ability to continue as a going concern through the liquidation date of September
11, 2022.
COHN
ROBBINS HOLDINGS CORP.
NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE
2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
In
connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should
restate its previously reported financial statements. During the quarter ended September 30, 2021, the Company determined that at the
closing of the Company’s Initial Public Offering (including the sale of the shares issued pursuant to the exercise of the underwriters’
overallotment) it had improperly valued its Class A ordinary shares subject to possible redemption at the closing of the Company’s
Initial Public Offering and the closing of the sale of shares pursuant to the exercise of the underwriters’ overallotment, it had
improperly classified certain of its Class A ordinary shares subject to possible redemption. The Company previously determined the
Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary shares
while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined
that the Class A ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’
overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s
control. Therefore, management concluded that temporary equity should include all Class A ordinary shares subject to possible redemption,
resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management
has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial
carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital
(to the extent available), accumulated deficit and Class A ordinary shares.
In
connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its
earnings per share calculation to allocate net income (loss) pro-rata to Class A and Class B ordinary shares. This presentation
contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the
income (loss) of the Company.
There
has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s
historical financial statements is reflected in the following table.
Condensed Balance Sheet as of March 31, 2021 (unaudited)
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
Restated
|
|
Class A ordinary shares subject to possible redemption
|
|
$
|
743,115,430
|
|
|
$
|
84,884,570
|
|
|
$
|
828,000,000
|
|
Class A ordinary shares
|
|
$
|
849
|
|
|
$
|
(849
|
)
|
|
$
|
—
|
|
Additional paid-in capital
|
|
$
|
31,407,405
|
|
|
$
|
(31,407,405
|
)
|
|
$
|
—
|
|
Accumulated deficit
|
|
$
|
(26,410,320
|
)
|
|
$
|
(53,476,316
|
)
|
|
$
|
(79,886,636
|
)
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,004
|
|
|
$
|
(84,884,570
|
)
|
|
$
|
(79,884,566
|
)
|
Condensed Balance Sheet as of June 30, 2021 (unaudited)
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
Restated
|
|
Class A ordinary shares subject to possible redemption
|
|
$
|
746,225,710
|
|
|
$
|
81,774,290
|
|
|
$
|
828,000,000
|
|
Class A ordinary shares
|
|
$
|
818
|
|
|
$
|
(818
|
)
|
|
$
|
—
|
|
Additional paid-in capital
|
|
$
|
28,297,156
|
|
|
$
|
(28,297,156
|
)
|
|
$
|
—
|
|
Accumulated deficit
|
|
$
|
(23,300,043
|
)
|
|
$
|
(53,476,316
|
)
|
|
$
|
(76,776,359
|
)
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,001
|
|
|
$
|
(81,774,290
|
)
|
|
$
|
(76,774,289
|
)
|
Condensed Statement of Changes in
Shareholders’ Equity for the three months ended March 31, 2021 (unaudited)
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
Restated
|
|
Change in value of Class A ordinary shares subject
to possible redemption
|
|
$
|
(21,652,310
|
)
|
|
$
|
21,652,310
|
|
|
$
|
—
|
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,004
|
|
|
$
|
(84,884,570
|
)
|
|
$
|
(79,884,566
|
)
|
COHN
ROBBINS HOLDINGS CORP.
NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
Condensed Statement of Changes in
Shareholders’ Equity for the three months ended June 30, 2021 (unaudited)
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
Restated
|
|
Change in value of Class A ordinary shares subject
to redemption
|
|
$
|
(3,110,280
|
)
|
|
$
|
3,110,280
|
|
|
$
|
—
|
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,001
|
|
|
$
|
(81,774,290
|
)
|
|
$
|
(76,774,289
|
)
|
Condensed Statement
of Cash Flows for the Three Months Ended March 31, 2021 (unaudited)
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
Restated
|
|
Change in value of Class A ordinary shares
subject to possible redemption
|
|
$
|
21,652,310
|
|
|
$
|
(21,652,310
|
)
|
|
$
|
—
|
|
Condensed Statement
of Cash Flows for the Three Months Ended June 30, 2021 (unaudited)
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
Restated
|
|
Change in value of Class A ordinary shares
subject to possible redemption
|
|
$
|
24,762,590
|
|
|
$
|
(24,762,590
|
)
|
|
$
|
—
|
|
Condensed Statement
of Operations for the three months ended March 31, 2021 (unaudited)
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
Restated
|
|
Weighted average shares outstanding of Class A ordinary redeemable
shares
|
|
|
82,800,000
|
|
|
|
—
|
|
|
|
82,800,000
|
|
Basic and diluted net income per ordinary share, Class A
ordinary redeemable shares
|
|
$
|
—
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
Weighted average shares outstanding of Class B ordinary non-redeemable
shares
|
|
|
20,700,000
|
|
|
|
—
|
|
|
|
20,700,000
|
|
Basic and diluted net income per ordinary share, Class B
ordinary non-redeemable shares
|
|
$
|
1.04
|
|
|
$
|
(0.83
|
)
|
|
$
|
0.21
|
|
Condensed Statement
of Operations for the three months ended June 30, 2021 (unaudited)
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
Restated
|
|
Weighted average shares outstanding of Class A ordinary redeemable
shares
|
|
|
82,800,000
|
|
|
|
—
|
|
|
|
82,800,000
|
|
Basic and diluted net income per ordinary share, Class A
ordinary redeemable shares
|
|
$
|
—
|
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
Weighted average shares outstanding of Class B ordinary non-redeemable
shares
|
|
|
20,700,000
|
|
|
|
—
|
|
|
|
20,700,000
|
|
Basic and diluted net income per ordinary share, Class B
ordinary non-redeemable shares
|
|
$
|
0.15
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operation for the
six months ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A ordinary redeemable shares
|
|
|
82,800,000
|
|
|
|
—
|
|
|
|
82,800,000
|
|
Basic and diluted net income per ordinary share, Class A
ordinary redeemable shares
|
|
$
|
—
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
Weighted average shares outstanding of Class B ordinary non-redeemable
shares
|
|
|
20,700,000
|
|
|
|
—
|
|
|
|
20,700,000
|
|
Basic and diluted net income per ordinary share, Class B
ordinary non-redeemable shares
|
|
$
|
1.19
|
|
|
$
|
(0.95
|
)
|
|
$
|
0.24
|
|
COHN
ROBBINS HOLDINGS CORP.
NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all of the information and footnotes necessary for a complete presentation of financial position,
results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include
all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating
results and cash flows for the periods presented.
The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A
No. 2 for the period ended December 31, 2020, as filed with the SEC on December 17, 2021. The interim results for the three and nine
months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or
for any future periods.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with
the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected
not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another
public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.
COHN
ROBBINS HOLDINGS CORP.
NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
Use
of Estimates
The
preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included
in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change
as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Investments
Held in Trust Account
At
September 30, 2021, the majority of the assets held in the Trust Account were held in money market funds, which are invested primarily
in U.S. Treasury securities. At December 31, 2020, the majority of the assets held in the Trust Account were held in US Treasury Securities.
The Company presents its investments in treasury securities on the balance sheet at amortized cost and adjusted for the amortization
or accretion of premiums or discounts. The Company presents its investments in money market funds on the balance sheet at fair value
at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest
income in the accompanying condensed statements of operations. The estimated fair value of investments held in the Trust Account are
determined using available market information.
Offering
Costs
Offering
costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the
Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based
on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as
incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued amounting to $45,153,380
were charged to temporary equity. Offering costs amounting to $1,037,755 were allocated to warrant liabilities and were expensed to the
statement of operations.
COHN
ROBBINS HOLDINGS CORP.
NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
Warrant
Liabilities
The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its 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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC
815”). The Company accounts for the Private Placement Warrants and the Public Warrants (collectively, the “Warrants”)
in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815-40 “Derivatives and Hedging
— Contracts in Entity’s Own Equity,” under which the Warrants do not meet the criteria for equity treatment and must
be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants
to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any
change in fair value is recognized in the statements of operations. The Private Placement Warrants for periods where no observable traded
price was available are valued using a Modified Black-Scholes Option Pricing Model. The Public Warrants for periods where no observable
traded price was available are valued using a Modified Monte Carlo simulation. For periods subsequent to the detachment of the Public
Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date for both the Public
and Private Placement warrants.
Class
A Ordinary Shares Subject to Possible Redemption
The
Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and
are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are
either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s
Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject
to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, the 82,800,000 Class A ordinary shares
subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s
condensed balance sheets.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares
to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company
recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary
shares resulted in charges against additional paid-in capital and accumulated deficit.
At
September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled
in the following table:
Gross proceeds
|
|
$
|
828,000,000
|
|
Less:
|
|
|
|
|
Proceeds allocated to fair value of Public Warrants
|
|
$
|
(18,492,000
|
)
|
Class A ordinary shares issuance costs
|
|
$
|
(45,153,380
|
)
|
Plus:
|
|
|
|
|
Accretion of carrying value to redemption value
|
|
$
|
63,645,380
|
|
|
|
|
|
|
Class A ordinary shares
subject to possible redemption
|
|
$
|
828,000,000
|
|
COHN ROBBINS HOLDINGS CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
Income Taxes
The Company accounts for income taxes under ASC
Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax
position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined
that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits
and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months.
Net income (Loss) per Ordinary Share
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net
income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in
calculating income (loss) per ordinary share. Accretion associated with the redeemable shares of Class A ordinary share is excluded from
income (loss) per ordinary share as the redemption value approximates fair value.
Net income (loss) per ordinary share is computed
by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has not considered
the effect of warrants sold in the Initial Public Offering and private placement to purchase 39,973,333 shares of Class A ordinary shares
in the calculation of diluted income (loss) per share, since the exercise price of the warrants is greater than the average market price
for the period and therefore, the inclusion of such warrants under the treasury stock method would be anti-dilutive. As a result, diluted
net income (loss) per share is the same as basic net income (loss) per share for the periods presented.
COHN ROBBINS HOLDINGS CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
The following table reflects the calculation of
basic and diluted net income per ordinary share (in dollars, except per share amounts):
|
|
Three Months Ended
September 30, 2021
|
|
|
Nine Months Ended
September 30, 2021
|
|
|
For the Period from
July 13, 2020
(Inception) Through
September 30, 2020
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Basic and diluted net income per ordinary share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net income, as adjusted
|
|
$
|
7,887,109
|
|
|
$
|
1,971,777
|
|
|
$
|
27,697,178
|
|
|
$
|
6,924,295
|
|
|
$
|
1,325,816
|
|
|
$
|
1,180,827
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding
|
|
|
82,800,000
|
|
|
|
20,700,000
|
|
|
|
82,800,000
|
|
|
|
20,700,000
|
|
|
|
20,939,241
|
|
|
|
18,649,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income per ordinary share
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.33
|
|
|
$
|
0.33
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal
Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes
the Company is not exposed to significant risks on such accounts.
Fair Value Measurements
The fair value of the Company’s assets and
liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying
amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants (See
Note 9). Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly
transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes
the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
|
●
|
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.
|
In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
COHN ROBBINS HOLDINGS CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
Recent Accounting Standards
In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial
conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining
to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible
debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings
per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective
January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1,
2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s
financial statements.
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 Company’s condensed
financial statements.
NOTE 4. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company
sold 82,800,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 10,800,000
Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant.
Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see
Note 10).
NOTE 5. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Sponsor purchased an aggregate of 12,373,333 Private Placement Warrants at a price of $1.50 per Private Placement
Warrant, for an aggregate purchase price of $18,560,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment (see Note 10). A portion of the proceeds from the Private Placement Warrants
were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination
within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the
Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
NOTE 6. RELATED PARTY TRANSACTIONS
Founder Shares
On July 14, 2020, the Sponsor paid $25,000 to
cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”).
In August 2020 and in September 2020, the Company effected share capitalizations resulting in an aggregate of 20,700,000 Founder Shares
outstanding.
The Sponsor has agreed, subject to limited exceptions,
not to transfer, assign or sell any of its Founder Shares until the earliest of: (A) one year after the completion of a Business Combination
or (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share
(as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the
Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having
the right to exchange their Class A ordinary shares for cash, securities or other property.
Amount Due to Sponsor
During the nine-month period ending September
30, 2021, the Sponsor paid operating expenses on behalf of the Company. These amounts are reflected on the condensed balance sheet as
advances to Sponsor. The advances are non-interest bearing and are payable on demand. At September 30, 2021 the Company had advances owed
to the Sponsor in the amount of $140,075. At December 31, 2020, there were no advances owed to the Sponsor.
Administrative Services Agreement
The Company entered into an agreement, commencing
on September 8, 2020, to pay an affiliate of the Sponsor $10,000 per month for office space, secretarial and administrative services.
Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine
months ended September 30, 2021, the Company incurred $30,000 and $90,000 in fees for these services, respectively. For the period from
July 13, 2020 (inception) through September 30, 2020, the Company incurred and paid $10,000 in fees for these services. At September 30,
2021 and December 31, 2020, there was $60,000 and $40,000 of such fees included in accounts payable and accrued expenses in the condensed
balance sheets, respectively.
COHN ROBBINS HOLDINGS CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
Convertible Promissory Note
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans
would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the
lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price
of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does
not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans.
On September 1, 2021, the Company entered into
a convertible promissory note under the Working Capital Loans, referenced above, with the Sponsor pursuant to which the Sponsor agreed
to loan the Company up to an aggregate principal amount of $1,000,000 (the “Convertible Promissory Note”). As of September
30, 2021, the outstanding principal balance under the Working Capital Loan amounted to an aggregate of $357,448.
NOTE 7. COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the pandemic could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of
the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Registration and Shareholder Rights
Pursuant to a registration rights agreement entered
into on September 11, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion
of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants that
may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration
rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class
A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the
Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such
securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not
be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable
lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were paid a cash underwriting
discount of $0.20 per Unit, or $16,560,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per
Unit, or $28,980,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account
solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
COHN ROBBINS HOLDINGS CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE 8. SHAREHOLDERS’ EQUITY (DEFICIT)
Preference Shares — The
Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other
rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December
31, 2020, there were no preference shares issued or outstanding.
Class A Ordinary Shares —
The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary
shares are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, 82,800,000 shares of Class A ordinary shares
issued and outstanding were ordinary shares subject to possible redemption which are presented as temporary equity.
Class B Ordinary Shares —
The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary
shares are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 20,700,000 Class B ordinary shares
issued and outstanding.
Holders of Class A ordinary shares and Class B
ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law.
The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis,
subject to adjustment for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like.
In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts
issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares
will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary
shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class
A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20%
of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary
shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked
securities issued, or to be issued, to any seller in a Business Combination.
NOTE 9. WARRANT LIABILITIES
As of September 30, 2021 and December 31, 2020,
there were 27,600,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares
will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the
completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire
five years from the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any
Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon the exercise of the warrants is
then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to
registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated
to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered
or qualified under the securities laws of the state of the exercising holder, or an exemption is available.
The Company has agreed that as soon as practicable,
but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts
to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable
upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within
60 business days after the closing of the Business Combination, and to maintain the effectiveness of such registration statement, and
a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.
Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities
exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company
may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain
in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable
blue sky laws to the extent an exemption is not available.
COHN ROBBINS HOLDINGS CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
Redemption of warrants when the price per Class
A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants
(except as described with respect to the Private Placement Warrants):
|
●
|
in whole and not in part;
|
|
|
|
|
●
|
at a price of $0.01 per warrant;
|
|
|
|
|
●
|
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
|
|
|
|
|
●
|
if, and only if, the last reported sale price of the Class A ordinary shares 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); and
|
If and when the warrants become redeemable by
the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale
under all applicable state securities laws.
Redemption of warrants when the price per Class
A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:
|
●
|
in whole and not in part;
|
|
|
|
|
●
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;
|
|
|
|
|
●
|
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and
|
|
|
|
|
●
|
if the Reference Value is less than $18.00 per share (as adjusted) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.
|
If the Company calls the Public Warrants for redemption,
as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on
a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon
exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend
or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted
for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash
settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company
liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public
Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such
Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the Company issues additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination
at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price
to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates,
without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest
thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions),
and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading
day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of
the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the
nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
COHN ROBBINS HOLDINGS CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
At September 30, 2021 and December 31, 2020, there
were 12,373,333 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying
the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon
the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a
Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless
basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees.
If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement
Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
NOTE 10. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities).
At September 30, 2021, assets held in the Trust
Account were comprised of $828,410,996 in a money market fund, which primarily invest in U.S. Treasury securities. At December 31, 2020,
assets held in the Trust Account were comprised of $925 in cash and $828,233,839 in U.S. Treasury Bills. During the three and nine months
ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account.
The following table presents information about
the gross holding gains and fair value of held-to-maturity securities at December 31, 2020:
|
|
Held-To-Maturity
|
|
Level
|
|
|
Amortized
Cost
|
|
|
Gross
Holding
Gain
|
|
|
Fair
Value
|
|
December 31, 2020
|
|
U.S. Treasury Securities (Matured on 3/11/2021)
|
|
|
1
|
|
|
$
|
828,233,839
|
|
|
$
|
26,898
|
|
|
$
|
828,260,707
|
|
COHN ROBBINS HOLDINGS CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the
fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description
|
|
Level
|
|
|
September 30,
2021
|
|
|
Level
|
|
|
December 31,
2020
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities – Money Market Fund
|
|
|
1
|
|
|
$
|
828,410,996
|
|
|
|
1
|
|
|
$
|
—
|
|
U.S. Treasury Securities (Matured on 3/11/2021)
|
|
|
1
|
|
|
$
|
—
|
|
|
|
1
|
|
|
$
|
828,260,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities – Public Warrants
|
|
|
1
|
|
|
$
|
25,116,000
|
|
|
|
1
|
|
|
$
|
49,680,000
|
|
Warrant liabilities – Private Placement Warrants
|
|
|
2
|
|
|
$
|
11,259,733
|
|
|
|
3
|
|
|
$
|
24,004,266
|
|
The Warrants were accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. The warrant liabilities
are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the condensed statements of
operations.
At December 31, 2020, the Private Placement Warrants
were valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified
Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the
expected volatility of the ordinary shares. The expected volatility was implied from the Company’s own Public Warrant pricing. The
measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use
of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the
close price of the Public Warrant price was used as the fair value as of each relevant date. At September 30, 2021 of the Private Placement
Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote
for a similar asset in an active market.
The following table presents the quantitative
information regarding Level 3 fair value measurements:
|
|
December 31,
2020
|
|
Stock price
|
|
$
|
10.41
|
|
Exercise price
|
|
$
|
11.50
|
|
Expected Term (in years)
|
|
|
5.0
|
|
Volatility
|
|
|
30.0
|
%
|
Risk-free rate
|
|
|
0.36
|
%
|
Dividend yield
|
|
|
0.0
|
%
|
The following table presents the changes in the
fair value of Level 3 warrant liabilities:
|
|
Private
Placement
|
|
Fair value as of January 1, 2021
|
|
$
|
24,004,266
|
|
Change in fair value
|
|
|
(9,403,733
|
)
|
Transfer to Level 2
|
|
|
(14,600,533
|
)
|
Fair value as of September 30, 2021
|
|
$
|
—
|
|
Transfers to/from Levels 1, 2 and 3 are recognized
at the end of the reporting period. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement
to a Level 2 fair value measurement during the nine months ended September 30, 2021 was $14,600,533.
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review,
the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements,
other than the restatement as discussed in Note 2.