10-Q/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021 OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

For the transition period from

INVESTINDUSTRIAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Cayman Islands	001-39720	98-1556465
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

Suite 1, 3rd Floor, 11-12 St James’s Square London, United Kingdom		SW1Y 4LB
(Address of principal executive offices)		(Zip Code)

+44 20 7400 3333

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:	Trading Symbol	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	IIAC.U	New York Stock Exchange
Class A Ordinary Shares included as part of the units	IIAC	New York Stock Exchange
Redeemable warrants included as part of the units, each one whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	IIAC WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November

, 2021, 40,250,000 Class A ordinary shares, par value $0.0001 per share (including 40,250,000 shares subject to possible redemption that are classified as temporary equity) and 10,062,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		1
	Condensed Balance Sheets as of September 30, 2021 (unaudited) (As Restated) and December 31, 2020 (As Restated)		1
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2021 (As Restated) and for the period from September 7, 2020 (inception) through September 30, 2020		2
	Unaudited Condensed Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2021 (As Restated) and for the period from September 7, 2020 (inception) through September 30, 2020		3
	Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 2021 (As Restated) and for the period from September 7, 2020 (inception) through September 30, 2020		4
	Notes to Unaudited Condensed Financial Statements (As Restated)		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		32
Item 4.	Controls and Procedures		32
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		33
Item 1A.	Risk Factors		33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		33
Item 3.	Defaults Upon Senior Securities		33
Item 4.	Mine Safety Disclosures		33
Item 5.	Other Information		33
Item 6.	Exhibits		33


	September 30, 2021 (As Restated)			December 31, 2020 (As Restated)
	(Unaudited)
Assets:
Current Assets
Cash	$	228,930		$	1,044,177
Prepaid Expenses		826,000			751,781

Total Current Assets		1,054,930			1,795,958
Investments held in Trust Account		402,518,127			402,500,000

Total Assets	$	403,573,057		$	404,295,958

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	185,829		$	767,969
Accrued expenses		446,199			428,433
Note payable – related party		1,250,000			—
Due to related party		104,000			14,000

Total current liabilities		1,986,028			1,210,402
Deferred underwriting commissions		14,087,500			14,087,500
Derivative warrant liabilities		25,950,500			29,370,333
Other derivative instruments		5,048,594			—

Total Liabilities		47,072,622			44,668,235

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 40,250,000 shares subject to possible redemption at $10.00 per share at both September 30, 2021 and December 31, 2020		402,500,000			402,500,000
Shareholders’ Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,062,500 shares issued and outstanding		1,006			1,006
Additional Paid in Capital		—			—
Retained Earnings (Deficit)		(46,000,571	)		(42,873,283	)

Total Shareholders’ Equity		(45,999,565	)		(42,872,277	)

Total Liabilities and Shareholders’ Equity	$	403,573,057		$	404,295,958


	For the Three Months Ended September 30, 2021 (As Restated)			For the Nine Months Ended September 30, 2021 (As Restated)			For the Period from September 7, 2020 (inception) through September 30, 2020 (As Restated)
	(Unaudited)			(Unaudited)			(Unaudited)
General and administrative expenses	$	516,145		$	1,445,975		$	11,074

Loss from operations		(516,145	)		(1,445,975	)		(11,074	)
Other income:
Dividend income on investment held in Trust Account		6,131			18,127			—
Change in fair value of derivative warrant liabilities		(5,029,166	)		3,419,833			—
Change in fair value of other derivative instruments		(5,048,594	)		(5,048,594	)		—

Total Other income (Expense)		(10,071,629	)		(1,610,634	)		—

Net income (Loss)	$	(10,587,774	)	$	(3,056,609	)	$	(11,074	)

Weighted average shares outstanding of Class A ordinary shares		40,250,000			40,250,000			—

Basic and diluted net income (loss) per Class A ordinary shares	$	(0.21	)	$	(0.06	)	$	—

Weighted average shares outstanding of Class B ordinary shares		10,062,500			10,062,500			10,062,500

Basic and diluted net income (loss) per Class B ordinary shares	$	(0.21	)	$	(0.06	)	$	—


	Class A				Class B				Additional Paid-in Capital		Retained Earnings			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Retained Earnings			Total Stockholders’ Equity
Balance - January 1, 2021		—		—		10,062,500		1,006		—		(42,873,283	)		(42,872,277	)
Accretion for Class A ordinary shares to redemption amount		—		—		—		—		—		(70,679	)		(70,679	)
Net Income		—		—		—		—		—		12,598,293			12,598,293

Balance - March 31, 2021		—		—		10,062,500		1,006		—		(30,345,669	)		(30,344,663	)
Net loss		—		—		—		—		—		(5,067,128	)		(5,067,128	)

Balance - June 30, 2021		—		—		10,062,500		1,006		—		(35,412,797	)		(35,411,791	)
Net loss		—		—		—		—		—		(10,587,774	)		(10,587,774	)

Balance - September 30, 2021		—	$	—		10,062,500	$	1,006	$	—	$	(46,000,571	)	$	(45,999,565	)


	For the nine months ended September 30, 2021			For the period from September 7, 2020 (inception) through September 30, 2020
	(restated)			(restated)
Cash Flows from Operating Activities:
Net Income		(3,056,609	)		(11,074	)
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(3,419,833	)		—
Change in fair value of other derivative liabilities		5,048,594			—
Changes in operating assets and liabilities:
Prepaid expenses		(74,219	)		—
Accrued expenses		17,766			—
Accounts payable		(582,140	)		—
Due to related parties		90,000			11,074
Dividend income		(18,127	)		—

Net cash used in operating activities		(1,994,568	)		—

Cash Flows from Financing Activities:
Payment of offering costs		(70,679	)		—
Proceeds of note payable from related parties		1,250,000			—
Net cash provided by financing activities		1,179,321			—

Net increase (decrease) in cash		(815,247	)		—
Cash - Beginning of the period		1,044,177			—

Cash - End of the period		228,930			—

Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares		—			25,000
Deferred offering costs included in accrued expenses		—			294,140
Deferred offering costs included in note payable		—			60,875


	As Previously Reported			Adjustments			As Restated
Balance Sheet as of March 31, 2021 (unaudited)
Class A Ordinary Shares Subject to Possible Redemption	$	367,155,330			35,344,670			402,500,000
Class A Ordinary Shares		354			(354	)		—
Additional Paid-in Capital		—			—			—
(Accumulated Deficit) Retained Earnings		4,998,647			(35,344,316	)		(30,345,669	)
Balance S heet as of June 30, 2021 (unaudited)
Class A Ordinary Shares Subject to Possible Redemption	$	362,088,200		$	40,411,800		$	402,500,000
Class A Ordinary Shares		405			(405	)		—
Additional Paid-in Capital		2,336,837			(2,336,837	)		—
(Accumulated Deficit) Retained Earnings		2,261,761			(38,074,558	)		(35,412,797	)
Balance S heet as of September 30, 2021 (unaudited)
Other Derivative Instruments	$	—		$	(5,048,594	)	$	(5,048,594	)
Accumulated Deficit		(40,951,977	)		(5,048,594	)		(46,000,571	)
Statement of Operations for the Three Months Ended March 31, 2021
Basic and Diluted Net Income Per Class A Ordinary Share	$	—		$	0.25		$	0.25
Basic and Diluted Net Income Per Class B Ordinary Share	$	1.38		$	(1.13	)	$	0.25
Statement of Operations for the Three Months Ended June 30, 2021
Basic and Diluted Net Income Per Class A Ordinary Share	$	—		$	(0.10	)	$	(0.10	)
Basic and Diluted Net Income Per Class B Ordinary Share	$	(0.50	)	$	0.40		$	(0.10	)
Statement of Operations for the Six Months Ended June 30, 2021
Basic and Diluted Net Income Per Class A Ordinary Share	$	—		$	0.15		$	0.15
Basic and Diluted Net Income Per Class B Ordinary Share	$	0.75		$	(0.60	)	$	0.15
Statement of Operations for the Three Months Ended September 30, 2021 (unaudited)
Change in Fair Value of Other Derivative Instruments	$	—		$	(5,048,594	)	$	(5,048,594	)
Total other income (expense)		(5,023,035	)		(5,048,594	)		(10,071,629	)
Net (loss) income		(5,539,180	)		(5,048,594	)		(10,587,774	)
Basic and Diluted Net Income Per Class A Ordinary Share	$	(0.11	)	$	(0.10	)	$	(0.21	)
Basic and Diluted Net Income Per Class B Ordinary Share	$	(0.11	)	$	(0.10	)	$	(0.21	)
Statement of Operations for the Nine Months Ended September 30, 2021 (unaudited)
Change in Fair Value of Other Derivative Instruments	$	—		$	(5,048,594	)	$	(5,048,594	)
Total other income (expense)		3,437,960			(5,048,594	)		(1,610,634	)
Net (loss) income		1,991,985			(5,048,594	)		(3,056,609	)
Basic and Diluted Net Income Per Cl a ss A Ordinary Share	$	0.04		$	(0.10	)	$	(0.06	)
Basic and Diluted Net Income Per Class B Ordinary Share	$	0.04		$	(0.10	)	$	(0.06	)
Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited)
Change in value of Class A ordinary shares subject to possible redemption	$	12,527,610		$	(12,527,610	)	$	—
Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited)
Change in value of Class A ordinary shares subject to possible redemption	$	7,460,480		$	(7,460,480	)	$	—
Statement of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited)
Net (loss) income	$	1,991,985		$	(5,048,594	)	$	(3,056,609	)


Gross proceeds	$	402,500,000
Less:
Proceeds allocated to Public Warrants		(19,588,333	)
Class A ordinary shares issuance costs		(22,230,543	)
Plus:
Accretion of carrying value to redemption value		41,818,876

Class A ordinary shares subject to possible redemptions	$	402,500,000


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)

As of September 30, 2021:
Assets:
Investments held in Trust Account - U.S Treasury Securities Money Market Fund	$	402,518,127	$	—	$	—
Liabilities
Derivative warrant liabilities - Public	$	17,307,500	$	—	$	—
Derivative warrant liabilities - Private			$	8,643,000
Other derivative instruments	$	—	$	—	$	5,048,594


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)

Assets:
Investments held in Trust Account – U.S. Treasury
Securities Money Market Fund	$	402,500,000	$	—	$	—
Liabilities:
Derivative warrant liabilities – Public	$	—	$	—	$	19,588,333
Derivative warrant liabilities – Private	$	—	$	—	$	9,782,000


Share price	$	9.79
Exercise price	$	11.50
Risk-free interest rate		0.69	%
Volatility		23.0	%
Expected term (years)		5.0
Dividend yield		0.0	%


Expected Business Combination closing date	December 31, 2021
Probability of Business Combination close prior to April 19, 2022	70	%
Risk-free interest rate	0.056	%
EUR to USD forward exchange rate	1.1954
Counterparty credit risk	De minimis


	Public Warrant Liabilities			Private Warrant Liabilities			Total Warrant Liabilities

Beginning balance at December 31, 2020	$	19,588,333		$	9,782,000		$	29,370,333
Change in fair value		(2,280,833	)		(1,139,000	)		(3,419,833	)
Transfers out of Level 3 during nine months ended September 30, 2021		(17,307,500	)		(8,643,000	)		(25,950,500	)
Ending balance as of September 30, 2021	$	—		$	—		$	—


	Other Derivative instruments (Level 3)

Beginning balance at December 31, 2020	$	—
Change in fair value		5,048,594
Transfers out of Level 3 during nine months ended September 30, 2021		—
Ending balance as of September 30, 2021	$	5,048,594

SEC Form 10-Q/A filed by Investindustrial Acquisition Corp. (Amendment)