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8-K - CURRENT REPORT - Glenfarne Merger Corp. | ea139883-8k_glenfarnemerger.htm |
Exhibit 99.1
GLENFARNE MERGER CORP.
BALANCE SHEET
March 23, 2021 | Pro Forma Adjustments | As Adjusted | |||||||||||
(Unaudited, Restated) | (Unaudited) | (Unaudited) | |||||||||||
Assets: | |||||||||||||
Current assets: | |||||||||||||
Cash | $ | 3,105,634 | $ | 22,542,620 | (a) | $ | 3,105,634 | ||||||
450,850 | (b) | ||||||||||||
(450,850 | ) | (c) | |||||||||||
(22,542,620 | ) | (f) | |||||||||||
Prepaid expenses | 1,534,800 | - | 1,534,800 | ||||||||||
Total current assets | 4,640,434 | - | 4,640,434 | ||||||||||
Cash held in Trust Account | 250,000,000 | 22,542,620 | (f) | 272,542,620 | |||||||||
Total Assets | $ | 254,640,434 | $ | 22,542,620 | $ | 277,183,054 | |||||||
Liabilities and Stockholders’ Equity: | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable | $ | 1,990,756 | $ | - | $ | 1,990,756 | |||||||
Accrued expenses | 70,000 | - | 70,000 | ||||||||||
Franchise tax payable | 46,426 | - | 46,426 | ||||||||||
Note payable - related party | 97,250 | - | 97,250 | ||||||||||
Total current liabilities | 2,204,432 | - | 2,204,432 | ||||||||||
Deferred underwriting commissions in connection with the initial public offering | 8,750,000 | 788,992 | (d) | 9,538,992 | |||||||||
Derivative warrant liabilities | 12,843,270 | 1,143,362 | (e) | 13,986,632 | |||||||||
Total liabilities | 23,797,702 | 1,932,354 | 25,730,056 | ||||||||||
Commitments and Contingencies | |||||||||||||
Class A common stock; 22,584,273 and 24,645,299 shares subject to possible redemption at $10.00 per share, actual and as adjusted, respectively | 225,842,730 | 20,610,260 | (g) | 246,452,990 | |||||||||
Stockholders’ Equity: | |||||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | ||||||||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,225,727 and 3,464,048 shares issued and outstanding (excluding 22,584,273 and 24,645,299 shares subject to possible redemption), actual and as adjusted, respectively | 322 | 225 | (a) | 346 | |||||||||
5 | (b) | ||||||||||||
(206 | ) | (g) | |||||||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding (1) | 719 | - | 719 | ||||||||||
Additional paid-in capital | 5,112,548 | 22,542,395 | (a) | 5,112,530 | |||||||||
450,845 | (b) | ||||||||||||
(450,850 | ) | (c) | |||||||||||
(788,992 | ) | (d) | |||||||||||
(1,143,362 | ) | (e) | |||||||||||
(20,610,054 | ) | (g) | |||||||||||
Accumulated deficit | (113,587 | ) | - | (113,587 | ) | ||||||||
Total stockholders’ equity | 5,000,002 | 6 | 5,000,008 | ||||||||||
Total Liabilities and Stockholders’ Equity | $ | 254,640,434 | $ | 22,542,620 | $ | 277,183,054 |
(1) | This number includes up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On April 16, 2021, the underwriters notified the Company of their partial exercise of the over-allotment option, and on April 20, 2021, purchased an additional 2,254,262 additional Units; thus, only 373,934 shares of Class B common stock remain subject to forfeiture. |
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NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Glenfarne Merger Corp. (the “Company”) as of March 23, 2021, adjusted for the closing of the underwriter’s over-allotment option and related transactions which occurred on April 20, 2021 as described below.
The Company consummated its initial public offering (the “IPO”) of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250.0 million. Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.
The Company granted the underwriters in the IPO a 45-day option to purchase up to 3,750,000 Units to cover over-allotments, if any. On April 16, 2021, the underwriters notified the Company of their partial exercise of the over-allotment option and, on April 20, 2021, purchased 2,254,262 additional Units (the “Additional Units”), generating gross proceeds of approximately $22.5 million (the “Over-Allotment”). The Company incurred additional offering costs of approximately $1.2 million in connection with the Over-Allotment (of which approximately $789,000 was for deferred underwriting fees).
Simultaneously with the closing of the IPO on March 23, 2021, the Company completed a private placement (the “Private Placement”) of an aggregate of 810,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”), at a price of $10.00 per Private Placement Unit with Glenfarne Sponsor, LLC, a Delaware corporation (the “Sponsor”), generating gross proceeds of $8.1 million. Simultaneously with the closing of the Over-Allotment on April 20, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 45,085 Private Placement Units at $10.00 per additional Private Placement Unit (the “Additional Private Placement Units”), generating additional gross proceeds of approximately $451,000.
Upon the closing of the IPO, the Over-Allotment and the Private Placement, approximately $272.5 million ($10.00 per Unit) of the net proceeds of the sale of Units were placed in a trust account (“Trust Account”) located in the United States, and invested only in U.S. government treasury bills, notes and bonds 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 and which invest solely in U.S. Treasuries, as determined by the Company, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the Trust Account.
Unaudited Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option and the sale of the Private Placement Shares described above are as follows:
Pro Forma Entries | Debit | Credit | ||||||||
(a) | Cash | $ | 22,542,620 | |||||||
Class A common stock | $ | 225 | ||||||||
Additional paid-in capital | $ | 22,542,395 | ||||||||
To record sale of 2,254,262 Additional Units at $10.00 per Unit | ||||||||||
(b) | Cash | $ | 450,850 | |||||||
Class A common stock | $ | 5 | ||||||||
Additional paid-in capital | $ | 450,845 | ||||||||
To record sale of 45,085 Private Placement Units at $10.00 per additional Private Placement Unit | ||||||||||
(c) | Additional paid-in capital | $ | 450,850 | |||||||
Cash | $ | 450,850 | ||||||||
To record payment of 2% of cash underwriting fee on overallotment option | ||||||||||
(d) | Additional paid-in capital | $ | 788,992 | |||||||
Deferred underwriting commissions | $ | 788,992 | ||||||||
To record additional deferred underwriting fee on overallotment option | ||||||||||
(e) | Additional paid-in capital | $ | 1,143,362 | |||||||
Derivative warrant liabilities | $ | 1,143,362 | ||||||||
To record derivative warrant liabilities in connection with the issuance of additional Public Warrants and Private Placement Warrants | ||||||||||
(f) | Trust account | $ | 22,542,620 | |||||||
Cash | $ | 22,542,620 | ||||||||
To transfer $10.00 per Additional Shares to Trust Account | ||||||||||
(g) | Class A common stock | $ | 206 | |||||||
Additional paid-in capital | $ | 20,610,054 | ||||||||
Class A common stock subject to possible redemption | $ | 20,610,260 | ||||||||
To reclassify Class A common stock out of permanent equity into mezzanine redeemable stock |
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NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENT
In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants the Company issued in March 2021, the Company’s previously issued financial statement for the Affected Period (as defined below) should no longer be relied upon. As such, the Company is restating its unaudited financial statement for the Affected Period included in this Form 8-K.
On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s financial statements as opposed to equity. Since issuance in March 2021, the Company’s Warrants were accounted for as equity within the Company’s previously reported financial statement, and after discussion and evaluation, management concluded that the Warrants should be presented as liabilities as of the IPO date reported at fair value with subsequent fair value remeasurement at each reporting period.
Historically, the warrants were reflected as a component of equity as opposed to liabilities on the balance sheet based on the application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for warrants issued in March 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement of operations each reporting period.
Therefore, the Company, in consultation with its audit committee, concluded that its previously issued financial statement as of March 23, 2021 (the “Affected Period”) should be restated because of a misapplication in the guidance around accounting for the warrants and should no longer be relied upon.
Impact of the Restatement
The impact of the restatement on the Balance Sheet for the Affected Period is presented below.
As of March 23, 2021 | ||||||||||||
As Previously Reported | Restatement Adjustment | As Restated | ||||||||||
(Unaudited) | (Unaudited) | |||||||||||
Balance Sheet | ||||||||||||
Total assets | $ | 254,640,434 | $ | - | $ | 254,640,434 | ||||||
Liabilities and stockholders’ equity | ||||||||||||
Total current liabilities | $ | 2,204,432 | $ | - | $ | 2,204,432 | ||||||
Deferred underwriting commissions | 8,750,000 | - | 8,750,000 | |||||||||
Derivative warrant liabilities | - | 12,843,270 | 12,843,270 | |||||||||
Total liabilities | 10,954,432 | 12,843,270 | 23,797,702 | |||||||||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 238,686,000 | (12,843,270 | ) | 225,842,730 | ||||||||
Stockholders’ equity | ||||||||||||
Preferred stock- $0.0001 par value | - | - | - | |||||||||
Class A common stock - $0.0001 par value | 194 | 128 | 322 | |||||||||
Class B common stock - $0.0001 par value | 719 | - | 719 | |||||||||
Additional paid-in-capital | 5,112,676 | (128 | ) | 5,112,548 | ||||||||
Accumulated deficit | (113,587 | ) | - | (113,587 | ) | |||||||
Total stockholders’ equity | 5,000,002 | - | 5,000,002 | |||||||||
Total liabilities and stockholders’ equity | $ | 254,640,434 | $ | - | $ | 254,640,434 |
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