NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Noble
Rock Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on
November 4, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).
The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an
“emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),
as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) 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 yet commenced operations. All activity through September 30, 2021 relates to the Company’s
formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering,
the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion
of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments
held in trust from the proceeds of its Initial Public Offering
The
Company’s sponsor is Noble Rock Sponsor LLC, a Cayman Island limited liability company (the “Sponsor”). The registration
statement for the Company’s Initial Public Offering was declared effective on February 1, 2021. On February 4, 2021, the Company
consummated its Initial Public Offering of 24,150,000 units (the “Units” and, with respect to the Class A ordinary shares
included in the Units being offered, the “Public Shares”), which included 3,150,000 additional Units to cover over-allotments
(the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $241.5 million, and incurring offering costs
of approximately $14.4 million. Of these offering costs, approximately $9.1 million and approximately $320,000 was for deferred underwriting
commissions and deferred legal fees, respectively (Note 6).
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,553,334
warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price
of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.8 million (Note 4).
Upon
the closing of the Initial Public Offering and the Private Placement, $241.5 million ($10.00 per Unit) of the net proceeds of the Initial
Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with
Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within
the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, or the Investment Company Act, which
invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of
a Business Combination and (ii) the distribution of the Trust Account as described below.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering
and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or
assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts
disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting fees and taxes
payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial
Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act.
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
Company will provide its 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 a Business Combination either (i) in connection with a shareholder 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 for a pro rata portion of the amount then in the Trust Account (initially anticipated
to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be
reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares
were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance
with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity,” (“ASC
480). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001
upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If
a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons,
the Company will, pursuant to the amended and restated memorandum and articles of association adopted by the Company upon the consummation
of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions
pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents
with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law,
or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder
may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks
shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to the
Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares and any Public Shares purchased
during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive
their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior
consent of the Sponsor.
Notwithstanding
the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that 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% or more of the Class A ordinary shares sold in the Initial Public
Offering, without the prior consent of the Company.
The
Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated
Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the
redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does
not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A
ordinary shares in conjunction with any such amendment.
If
the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February
4, 2023, (the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2)
as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (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 Public Shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of
the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In connection with the redemption
of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive
a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account
and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution
expenses).
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business
Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial
Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the
Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their
deferred underwriting commission (see Note 6) 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 funds held in the Trust Account that will be
available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per
share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share
initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business
combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the
actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00
per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any
claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account
(whether or not such waiver is enforceable) nor will it apply 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 vendors, service providers (except 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 capital resources
As
of September 30, 2021, the Company had approximately $1.2 million in its operating bank account and working capital of approximately
$1.3 million.
The
Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover for certain expenses
in exchange for the issuance of the Founder Shares (as defined in Note 5), the loan of $195,000 from the Sponsor pursuant to the Note
(as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid
the Note in full on February 5, 2021. 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 5). As of September 30, 2021, there were no amounts outstanding under any Working
Capital Loans.
Based
on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or
an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation
of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing
accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective
target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating
and consummating the Business Combination.
Risks
and Uncertainties
Management
continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus 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.
NOTE
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The
accompanying unaudited condensed financial statements of the Company have been prepared in U.S. dollars and in accordance with United
States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments
(consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months
ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.
The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements in the Annual
Form 10-K filed by the Company with the SEC on April 8, 2021.
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Restatement
to previously reported financial statements
In preparation of the Company’s unaudited
condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously
issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance
with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within
the control of the Company, require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had
previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption
threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible
assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of
net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary
equity in net tangible assets.
In accordance with SEC Staff Accounting Bulletin
No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that
the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s
Form 8-K filed with the SEC on February 10, 2021 (the “Post-IPO Balance Sheet”) that was previously revised and reported in
its Form 10-Q for the quarterly period ended March 31, 2021, and the Company’s Form 10-Qs for the quarterly periods ended March
31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee,
concluded that the Post-IPO Balance Sheet and the Affected Quarterly Periods should be restated to present all Class A ordinary shares
subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time
of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. The previously
reported Post-IPO Balance Sheet and Affected Quarterly Periods should no longer be relied upon.
The impact of the restatement to the Post-IPO Balance Sheet is an increase
to Class A ordinary shares subject to possible redemption of approximately $30.8 million, a decrease to additional paid-in capital of
$5.1 million, an increase to the accumulated deficit of $25.8 million, and the reclassification of 3,084,049 Class A ordinary shares from
permanent equity to Class A ordinary shares subject to possible redemption as presented below.
As of February 4, 2021:
|
|
As Previously
Reported As Revised
|
|
|
Adjustment
|
|
|
As Restated
|
|
Total assets
|
|
$
|
244,708,259
|
|
|
$
|
-
|
|
|
$
|
244,708,259
|
|
Total liabilities
|
|
$
|
29,048,740
|
|
|
$
|
-
|
|
|
$
|
29,048,740
|
|
Class A common stock subject to possible redemption
|
|
$
|
210,659,510
|
|
|
$
|
30,840,490
|
|
|
$
|
241,500,000
|
|
Preferred stock
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares
|
|
$
|
308
|
|
|
$
|
(308
|
)
|
|
$
|
-
|
|
Class B ordinary shares
|
|
$
|
604
|
|
|
$
|
-
|
|
|
$
|
604
|
|
Additional paid-in captial
|
|
$
|
5,827,080
|
|
|
$
|
(5,827,080
|
)
|
|
$
|
-
|
|
Accumulated deficit
|
|
$
|
(827,981
|
)
|
|
$
|
(25,013,104
|
)
|
|
$
|
(25,841,085
|
)
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,009
|
|
|
$
|
(30,840,490
|
)
|
|
$
|
(25,840,481
|
)
|
Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity
(deficit)
|
|
$
|
244,708,259
|
|
|
$
|
-
|
|
|
$
|
244,708,259
|
|
The impact of the restatement on the financial
statements for the Affected Quarterly Periods is presented below.
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The table below presents the effect of the financial statement adjustments
related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021:
As of March 31, 2021
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Total assets
|
|
$
|
243,586,069
|
|
|
$
|
-
|
|
|
$
|
243,586,069
|
|
Total liabilities
|
|
$
|
24,929,389
|
|
|
$
|
-
|
|
|
$
|
24,929,389
|
|
Class A common stock subject to possible redemption
|
|
$
|
213,656,670
|
|
|
$
|
27,843,330
|
|
|
$
|
241,500,000
|
|
Preferred stock
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares
|
|
$
|
278
|
|
|
$
|
(278
|
)
|
|
$
|
-
|
|
Class B ordinary shares
|
|
$
|
604
|
|
|
$
|
-
|
|
|
$
|
604
|
|
Additional paid-in captial
|
|
$
|
2,829,950
|
|
|
$
|
(2,829,950
|
)
|
|
$
|
-
|
|
Accumulated deficit
|
|
$
|
2,169,178
|
|
|
$
|
(25,013,102
|
)
|
|
$
|
(22,843,924
|
)
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,010
|
|
|
$
|
(27,843,330
|
)
|
|
$
|
(22,843,320
|
)
|
Total liabilities, Class A ordinary shares subject to
redemption and shareholders’ equity (deficit)
|
|
$
|
243,586,069
|
|
|
$
|
-
|
|
|
$
|
243,586,069
|
|
The table below presents the effect of the financial statement adjustments
related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:
As of June 30, 2021:
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Total assets
|
|
$
|
243,287,502
|
|
|
$
|
-
|
|
|
$
|
243,287,502
|
|
Total liabilities
|
|
$
|
20,316,020
|
|
|
$
|
-
|
|
|
$
|
20,316,020
|
|
Class A common stock subject to possible redemption
|
|
$
|
217,971,480
|
|
|
$
|
23,528,520
|
|
|
$
|
241,500,000
|
|
Preferred stock
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares
|
|
$
|
235
|
|
|
$
|
(235
|
)
|
|
$
|
-
|
|
Class B ordinary shares
|
|
$
|
604
|
|
|
$
|
-
|
|
|
$
|
604
|
|
Additional paid-in captial
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Accumulated deficit
|
|
$
|
4,999,163
|
|
|
$
|
(23,528,285
|
)
|
|
$
|
(18,529,122
|
)
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,002
|
|
|
$
|
(23,528,520
|
)
|
|
$
|
(18,528,518
|
)
|
Total liabilities, Class A ordinary shares subject to
redemption and shareholders’ equity (deficit)
|
|
$
|
243,287,502
|
|
|
$
|
-
|
|
|
$
|
243,287,502
|
|
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The tables below present the effect of the financial statement adjustments
related to the restatements discussed above on the Company’s previously reported condensed statement of changes in shareholders’
equity (deficit) for the three months and six months ended June 30, 2021:
Three Months Ended March 31, 2021
|
|
As Reported
|
|
|
Adjustment
|
|
|
Restated
|
|
Sale of Shares in Initial Public Offering, Less Fair Value of Public Warrants
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares, par value $0.0001
|
|
$
|
2,415
|
|
|
$
|
(2,415
|
)
|
|
$
|
-
|
|
Additional paid-in capital
|
|
$
|
229,722,045
|
|
|
$
|
(229,722,045
|
)
|
|
$
|
-
|
|
Offering Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
$
|
(13,347,104
|
)
|
|
$
|
13,347,104
|
|
|
$
|
-
|
|
Class A Ordinary Shares Subject to Possible Redemption
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares, par value $0.0001
|
|
$
|
2,137
|
|
|
$
|
(2,137
|
)
|
|
$
|
-
|
|
Additional paid-in capital
|
|
$
|
213,654,533
|
|
|
$
|
(213,654,533
|
)
|
|
$
|
-
|
|
Accretion of Class A Ordinary Shares to Redemption Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
$
|
-
|
|
|
$
|
(109,546
|
)
|
|
$
|
(109,546
|
)
|
Accumulated deficit
|
|
$
|
-
|
|
|
$
|
(25,013,102
|
)
|
|
$
|
(25,013,102
|
)
|
Three Months Ended June 30, 2021
|
|
As Reported
|
|
|
Adjustment
|
|
|
Restated
|
|
Class A Ordinary Shares Subject to Possible Redemption
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares, par value $0.0001
|
|
$
|
(43
|
)
|
|
$
|
43
|
|
|
$
|
-
|
|
Additional paid-in capital
|
|
$
|
(2,829,954
|
)
|
|
$
|
2,829,954
|
|
|
$
|
-
|
|
Accumulated deficit
|
|
$
|
(1,484,816
|
)
|
|
$
|
1,484,816
|
|
|
$
|
-
|
|
The table below presents the effect of the financial statement adjustments
related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended
March 31, 2021:
|
|
Three Months Ended March 31, 2021
|
|
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Cash Flow from Operating Activities
|
|
$
|
(710,396
|
)
|
|
$
|
-
|
|
|
$
|
(710,396
|
)
|
Cash Flows from Investing Activities
|
|
$
|
(241,500,000
|
)
|
|
$
|
-
|
|
|
$
|
(241,500,000
|
)
|
Cash Flows from Financing Activities
|
|
$
|
243,699,819
|
|
|
$
|
-
|
|
|
$
|
243,699,819
|
|
Supplemental Disclosure of Noncash Financing Activities:
|
|
|
|
|
|
|
|
|
|
$
|
-
|
|
Offering costs included in accrued expenses
|
|
$
|
95,000
|
|
|
$
|
-
|
|
|
$
|
95,000
|
|
Offering costs included in deferred legal fees
|
|
$
|
320,000
|
|
|
$
|
-
|
|
|
$
|
320,000
|
|
Reversal of accrued offering costs
|
|
$
|
(250,000
|
)
|
|
$
|
-
|
|
|
$
|
(250,000
|
)
|
Deferred underwriting commissions in connection with the initial public offering
|
|
$
|
9,056,250
|
|
|
$
|
(9,056,250
|
)
|
|
$
|
-
|
|
Initial value of Class A ordinary shares subject to possible redemption
|
|
$
|
210,659,510
|
|
|
$
|
(210,659,510
|
)
|
|
$
|
-
|
|
Change in value of Class A ordinary shares subject to possible redemption
|
|
$
|
2,997,160
|
|
|
$
|
(2,997,160
|
)
|
|
$
|
-
|
|
NOBLE
ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The table below presents the effect of the financial statement adjustments
related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended
June 30, 2021:
|
|
Six Months Ended June 30, 2021
|
|
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Cash Flow from Operating Activities
|
|
$
|
(908,261
|
)
|
|
$
|
-
|
|
|
$
|
(908,261
|
)
|
Cash Flows from Investing Activities
|
|
$
|
(241,500,000
|
)
|
|
$
|
-
|
|
|
$
|
(241,500,000
|
)
|
Cash Flows from Financing Activities
|
|
$
|
243,699,820
|
|
|
$
|
-
|
|
|
$
|
243,699,820
|
|
Supplemental Disclosure of Noncash Financing Activities:
|
|
|
|
|
|
|
|
|
|
$
|
-
|
|
Offering costs included in accrued expenses
|
|
$
|
95,000
|
|
|
$
|
-
|
|
|
$
|
95,000
|
|
Offering costs included in deferred legal fees
|
|
$
|
320,000
|
|
|
$
|
-
|
|
|
$
|
320,000
|
|
Reversal of accrued offering costs
|
|
$
|
(250,000
|
)
|
|
$
|
-
|
|
|
$
|
(250,000
|
)
|
Deferred underwriting commissions in connection with the initial public offering
|
|
$
|
9,056,250
|
|
|
$
|
-
|
|
|
$
|
9,056,250
|
|
Initial value of Class A ordinary shares subject to possible redemption
|
|
$
|
210,659,510
|
|
|
$
|
(210,659,510
|
)
|
|
$
|
-
|
|
Change in value of Class A ordinary shares subject to possible redemption
|
|
$
|
7,311,973
|
|
|
$
|
(7,311,973
|
)
|
|
$
|
-
|
|
In connection with the change in presentation for the Class A ordinary
shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared
pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which
case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted
average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods:
|
|
EPS for Class A
ordinary shares (redeemable)
|
|
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Basic
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,199,719
|
|
|
$
|
-
|
|
|
$
|
2,199,719
|
|
Weighted average shares outstanding - basic
|
|
|
21,071,303
|
|
|
|
(6,044,636
|
)
|
|
|
15,026,667
|
|
Basic earnings per share
|
|
$
|
0.00
|
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
Form 10-Q (March 31, 2021) - three months ended March
31, 2021 - Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,199,719
|
|
|
$
|
-
|
|
|
$
|
2,199,719
|
|
Weighted average shares outstanding - diluted
|
|
|
21,071,303
|
|
|
|
(6,044,636
|
)
|
|
|
15,026,667
|
|
Diluted earnings per share
|
|
$
|
-
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
Form 10-Q (June 30, 2021) - three months ended June 30, 2021 - basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
4,314,801
|
|
|
$
|
-
|
|
|
$
|
4,314,801
|
|
Weighted average shares outstanding
|
|
|
21,370,409
|
|
|
|
2,779,591
|
|
|
|
24,150,000
|
|
Basic and diluted earnings per share
|
|
$
|
0.00
|
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - basic
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
6,514,520
|
|
|
$
|
-
|
|
|
$
|
6,514,520
|
|
Weighted average shares outstanding - basic
|
|
|
21,256,464
|
|
|
|
(1,642,928
|
)
|
|
|
19,613,536
|
|
Basic earnings per share
|
|
$
|
-
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
6,514,520
|
|
|
$
|
-
|
|
|
$
|
6,514,520
|
|
Weighted average shares outstanding
|
|
|
21,256,464
|
|
|
|
(1,642,928
|
)
|
|
|
19,613,536
|
|
Diluted earnings per share
|
|
$
|
0.00
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
|
|
EPS for Class B
ordinary shares (non-redeemable)
|
|
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Form 10-Q (March 31, 2021) - three months ended March 31, 2021 - Basic
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,199,719
|
|
|
$
|
-
|
|
|
$
|
2,199,719
|
|
Weighted average shares outstanding - basic
|
|
|
7,655,634
|
|
|
|
(1,915,634
|
)
|
|
|
5,740,000
|
|
Basic earnings per share
|
|
$
|
0.29
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.11
|
|
Form 10-Q (March 31, 2021) - three months ended March
31, 2021 - Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,199,719
|
|
|
$
|
-
|
|
|
$
|
2,199,719
|
|
Weighted average shares outstanding - diluted
|
|
|
7,655,634
|
|
|
|
(1,618,134
|
)
|
|
|
6,037,500
|
|
Diluted earnings per share
|
|
$
|
0.29
|
|
|
$
|
(0.19
|
)
|
|
$
|
0.10
|
|
Form 10-Q (June 30, 2021) - three months ended June 30, 2021 - basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
4,314,801
|
|
|
$
|
-
|
|
|
$
|
4,314,801
|
|
Weighted average shares outstanding
|
|
|
8,817,091
|
|
|
|
(2,779,591
|
)
|
|
|
6,037,500
|
|
Basic and diluted earnings per share
|
|
$
|
0.49
|
|
|
$
|
(0.35
|
)
|
|
$
|
0.14
|
|
Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - basic
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
6,514,520
|
|
|
$
|
-
|
|
|
$
|
6,514,520
|
|
Weighted average shares outstanding - basic
|
|
|
8,239,571
|
|
|
|
(2,349,999
|
)
|
|
|
5,889,572
|
|
Basic earnings per share
|
|
$
|
0.79
|
|
|
$
|
(0.53
|
)
|
|
$
|
0.26
|
|
Form 10-Q (June 30, 2021) - six months ended June 30, 2021 - diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
6,514,520
|
|
|
$
|
-
|
|
|
$
|
6,514,520
|
|
Weighted average shares outstanding
|
|
|
8,239,571
|
|
|
|
(2,202,071
|
)
|
|
|
6,037,500
|
|
Diluted earnings per share
|
|
$
|
0.79
|
|
|
$
|
(0.54
|
)
|
|
$
|
0.25
|
|
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an 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 unaudited condensed 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.
Use
of estimates
The
preparation of unaudited 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 unaudited condensed 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 unaudited condensed financial statements, which management
considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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.
As of September 30, 2021, and December 31, 2020, the Company had no cash equivalents held outside the Trust Account.
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Investments
held in Trust Account
The
Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government
securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held
in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s
investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities
and investments in money market funds are presented on the balance sheets 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 income on investments held in the Trust Account in
the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are
determined using available market information.
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 Coverage limit of $250,000. At September 30, 2021, 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 of financial instruments
The
fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair
Value Measurements,” equal or approximate the carrying amounts represented in the unaudited condensed balance sheets.
Fair
value measurements
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. U.S. 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 consist of:
|
●
|
Level
1, defined as observable inputs such as quoted prices 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.
Derivative
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 warrants to purchase ordinary shares, 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”), Embedded Derivatives (“ASC 815-15”). The classification of derivative instruments, including whether
such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering were measured at fair value using a Monte Carlo simulation model. The fair value of the Private Placement Warrants has been measured at fair value using a Black Scholes model at each reporting period. (See Notes 4, 7 and 9). As of September 30, 2021, the fair value of the Public Warrants has been determined based on the observable listed trading price for such warrants.
Offering
costs associated with the Initial Public Offering
Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly
related to the Initial Public Offering. Offering costs are 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 associated with derivative warrant
liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated
with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares. The Company classifies deferred
underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets
or require the creation of current liabilities.
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 (if any) are classified as liability instruments
and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’
equity. 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 the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 24,150,000
and 0 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity
section of the Company’s balance sheets, respectively.
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.
Income
taxes
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements 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 only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September
30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position.
There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial
statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change
over the next twelve months.
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Net
income per ordinary share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has
two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro
rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average
ordinary shares outstanding for the respective period.
The
calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering
and the private placement warrants to purchase an aggregate of 11,775,540 shares of Class A ordinary shares in the calculation of diluted
income per share, because their inclusion would be anti-dilutive under the treasury stock method. The number of weighted average Class
B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 787,500 Class B ordinary
shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 5).
Since the contingency was satisfied as of September 30, 2021, the Company included these shares in the weighted average number as of
the beginning of the period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary
shares is excluded from earnings per share as the redemption value approximates fair value.
The
table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each
class of ordinary shares:
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30, 2021
|
|
|
September 30, 2021
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Basic and diluted net income (loss) per ordinary share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net income - Basic
|
|
$
|
1,422,491
|
|
|
$
|
355,623
|
|
|
$
|
6,473,936
|
|
|
$
|
1,818,697
|
|
Allocation of net income - Diluted
|
|
$
|
1,442,491
|
|
|
$
|
355,623
|
|
|
$
|
6,450,575
|
|
|
$
|
1,842,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average ordinary shares outstanding
|
|
|
24,150,000
|
|
|
|
6,037,500
|
|
|
|
21,142,308
|
|
|
|
5,939,423
|
|
Diluted weighted average ordinary shares outstanding
|
|
|
24,150,000
|
|
|
|
6,037,500
|
|
|
|
21,142,308
|
|
|
|
6,037,500
|
|
Basic net income per ordinary share
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.31
|
|
|
$
|
0.31
|
|
Diluted net income per ordinary share
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.31
|
|
|
$
|
0.31
|
|
Recent
accounting pronouncements
In
August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity
(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required
under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the
derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06
on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
The
Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently
adopted would have a material effect on the accompanying financial statements.
NOTE
3. INITIAL PUBLIC OFFERING
On
February 4, 2021, the Company consummated its Initial Public Offering of 24,150,000 Units, which includes 3,150,000 Over-Allotment Units,
at $10.00 per Unit, generating gross proceeds of $241.5 million, and incurring offering costs of approximately $14.4 million. Of these
offering costs, approximately $9.1 million and approximately $320,000 was for deferred underwriting commissions and deferred legal fees,
respectively.
Each
Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole Public Warrant will entitle the holder
to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE
4. PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,553,334 Private Placement Warrants,
at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.8 million. On February
4, 2021, the day of issuance, the fair value of the Private Placement warrants was approximately $6.7 million compared to the gross proceeds
received of approximately $6.8 million, therefore, an excess of approximately $85,000 cash was received over the fair value of the Private
Placement warrants. The excess in cash received over the fair value of the Private Placement warrants is recorded as additional paid
in capital on the unaudited condensed statement of changes in shareholders’ equity.
Each
whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion
of the proceeds from the sale of the Private Placement Warrants to the Sponsor was 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 Private Placement
Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so
long as they are held by the Sponsor or its permitted transferees.
The
Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of
their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
NOTE
5. RELATED PARTY TRANSACTIONS
Founder
Shares
On
November 11, 2020, the initial shareholders paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for
issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). On February 1, 2021, the Company declared a stock dividend
with respect to the Class B ordinary shares such that 0.05 Class B ordinary shares were issued for every one Class B ordinary share,
resulting in an aggregate of 6,037,500 Class B ordinary shares outstanding. The initial shareholders agreed to forfeit up to an aggregate
of 787,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full
by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial
Public Offering. On February 4, 2021, the underwriter fully exercised its over-allotment option; thus, these 787,500 Founder Shares were
no longer subject to forfeiture.
The
Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after
the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which
the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having
the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price
of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial
Business Combination, the Founder Shares will be released from the lockup.
Related
Party Loans
On
November 11, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public
Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing
of the Initial Public Offering. Through February 4, 2021, the Company borrowed a total of $195,000 and repaid the Note in full on February
5, 2021.
In
addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s
founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital
Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds
of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the
Trust Account. 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.
The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’
discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity
at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms
of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September
30, 2021, the Company had no borrowings under the Working Capital Loans.
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Administrative
Agreement
Commencing
on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business
Combination and the liquidation, the Company agreed to pay the Sponsor a total of $30,000 per month for office space, administrative,
financial and support services. For the three and nine months ended September 30, 2021, the Company incurred expenses under this agreement
of $90,000, and $240,000, respectively, included as general and administrative expenses on the accompanying unaudited condensed statements
of operations. As of September 30, 2021, there were no amounts payable for these services.
In
addition, the Sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due
diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were
made by us to the Sponsor, directors, officers or the Company’s or any of their affiliates.
NOTE
6. COMMITMENTS & CONTINGENCIES
Registration
and Shareholder Rights
The
holders of the Founder Shares, Private Placement Warrants, and 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 issued upon conversion of the Working
Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder
rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make
up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain
“piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial
Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 3,150,000 additional Units at the
Initial Public Offering price less the underwriting discounts and commissions. On February 4, 2021, the underwriter fully exercised its
over-allotment option.
The
underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $4.8 million in the aggregate, paid upon the
closing of the Initial Public Offering. In addition, $0.375 per unit, or approximately $9.1 million in the aggregate will be payable
to the underwriters for deferred underwriting commissions. 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. In addition, the Company received reimbursement from the underwriters of certain expenses in connection with the Initial Public
Offering in the aggregate amount of $603,750, equal to 0.25% of the offering gross proceeds.
Deferred
Legal Fees
The
Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer their fees in excess of $250,000.
The deferred fee will become payable in the event that the Company completes a Business Combination. As of September 30, 2021, the Company
had deferred legal fees of approximately $320,000 in connection with such services on the accompanying balance sheet.
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE
7. DERIVATIVE WARRANT LIABILITIES
As
of September 30, 2021, the Company had 8,050,000 Public Warrants and 4,553,334 Private Placement Warrants outstanding. There were no
warrants outstanding as of December 31, 2020.
Public
Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units
and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion
of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has
an effective registration statement under the Securities Act covering Class A ordinary shares issuable upon exercise of the warrants
and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the
securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless
basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60th
business day after the closing of the initial Business Combination or (ii) a notice of redemption described under “Redemption
of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”). The Company agreed that as soon as
practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use
its commercially reasonable efforts to file with the SEC and have an effective registration statement covering Class A ordinary shares
issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within
60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating
to those Class A ordinary shares until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are
not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to
exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, 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 from registration
is available. Notwithstanding the above, if the Company’s 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,
it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it 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.
The
warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business
Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares or equity-linked securities
for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue
price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors,
and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares
held by them 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 the initial Business Combination on the
date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price
of 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 initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant
will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i)
the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described under “Redemption
of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00” and “Redemption of warrants for
Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent)
to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $10.00 per-share redemption trigger
price described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”
will be adjusted (to the nearest cent) to be equal to the higher of (i) the Market Value and (ii) the Newly Issued Price.
The
Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted
transferees, (i) they will not be redeemable by the Company, (ii) they (including Class A ordinary shares issuable upon exercise of these
warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion
of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration
rights.
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Redemption
of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00:
Once
the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein 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; and
|
|
●
|
if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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
Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering
Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary
shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the
exercising warrant holder to pay the exercise price for each warrant being exercised.
Redemption
of warrants when the price per share of Class A ordinary shares 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 Class A ordinary shares determined by reference to an agreed table
based on the redemption date and the fair market value of the Class A ordinary shares;
|
|
●
|
if,
and only if, the last reported sale price of Class A ordinary shares equals or exceeds $10.00
per share on the trading day prior to the date on which the Company sends the notice of redemption
to the warrant holders; and
|
|
●
|
if the Reference Value is less than $18.00
per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the
outstanding Public Warrants, as described above.
|
The
fair market value of Class A ordinary shares mentioned above shall mean the volume-weighted average price of Class A ordinary shares
for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event
will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A ordinary shares per
warrant (subject to adjustment).
In
no event will the Company be required to net cash settle any warrant. 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 warrants will not receive any of such
funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust
Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
NOTE
8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
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 the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with
a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of
September 30, 2021, there were 24,150,000 shares of Class A ordinary shares outstanding, all of which were subject to redemption. There
were no Class A shares outstanding as of December 31, 2020.
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As
of September 30, 2021, Class A ordinary shares reflected on the unaudited condensed balance sheet is reconciled on the following table:
|
|
As
of
September 30,
|
|
|
|
2021
|
|
Gross Proceeds
|
|
$
|
241,500,000
|
|
Less:
|
|
|
|
|
Proceeds allocated to
Public Warrants
|
|
|
(11,775,540
|
)
|
Class A ordinary shares
issuance costs
|
|
|
(13,347,108
|
)
|
Plus:
|
|
|
|
|
Accretion of carrying value to redemption
value
|
|
|
25,122,648
|
|
Class
A ordinary shares subject to possible redemption
|
|
$
|
241,500,000
|
|
NOTE
9. SHAREHOLDERS’ DEFICIT
Preference
Shares - The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. As of 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 the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were
24,150,000 Class A ordinary shares issued and outstanding, all subject to possible redemption and therefore classified as temporary equity
on the accompanying unaudited condensed balance sheets. See Note 8. There were no Class A ordinary shares issued or outstanding as of
December 31, 2020.
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.
On November 11, 2020, the Company issued 5,750,000 Class B ordinary shares to the Initial Shareholders. On February 1, 2021, the Company
declared a stock dividend with respect to the Class B ordinary shares such that 0.05 Class B ordinary shares were issued for each share
of Class B ordinary shares, resulting in an aggregate of 6,037,500 Class B ordinary shares outstanding. All shares and associated amounts
have been retroactively restated to reflect the stock dividend (see Note 5). Of the 6,037,500 Class B ordinary shares outstanding, up
to 787,500 Class B ordinary shares were subject to forfeiture to the Company by the Initial Shareholders for no consideration to the
extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Shareholders will
collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On February 4,
2021, the underwriter fully exercised its over-allotment option; thus, these 787,500 Founder Shares were no longer subject to forfeiture.
Ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A
ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the
shareholders except as required by law.
The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier
at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances,
reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. 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 the initial 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 the initial Business Combination, excluding any shares or equity-linked securities issued,
or to be issued, to any seller in the initial Business Combination.
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE
10. FAIR VALUE MEASUREMENTS
The
following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a
recurring basis as of September 30, 2021, by level within the fair value hierarchy:
|
|
Fair Value Measured as of September 30, 2021
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held in Trust Account
|
|
$
|
241,520,900
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
241,520,900
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative public warrant liabilities
|
|
$
|
5,513,450
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
5,513,450
|
|
Derivative private warrant liabilities
|
|
|
-
|
|
|
|
-
|
|
|
|
3,186,420
|
|
|
|
3,186,420
|
|
Total derivative warrant liabilities
|
|
$
|
247,034,350
|
|
|
$
|
-
|
|
|
$
|
3,186,420
|
|
|
$
|
8,699,870
|
|
There
were no assets or liabilities measured on a recurring basis as of December 31, 2020.
Transfers
to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between Level 3 and Level
1 of public warrants during the three months ended September 30, 2021. In March 2021, as the Public Warrants begun separately trading,
the fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement.
Level
1 assets include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark
yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
The
fair value of the Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a
Monte Carlo simulation model. Subsequently, the fair value of the Public Warrants has been determined based on the observable listed
trading price for such warrants. The fair value of the Private Placement Warrants has initially and subsequently been measured at fair
value using a Black-Scholes Merton (BSM) model.
For
the three and nine months ended September 30, 2021, the Company recognized a gain resulting from a decrease in the fair value of liabilities
of approximately $2.1 million and $9.8 million, respectively, presented as change in fair value of derivative warrant liabilities on
the accompanying unaudited condensed statement of operations.
The
estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined
using Level 3 inputs. Inherent in a Monte Carlo simulation and BSM model are assumptions related to expected stock-price volatility,
expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical
volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on
the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The
expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical
rate, which the Company anticipates remaining at zero. Changes in these valuation assumptions can change the valuation significantly.
NOBLE ROCK ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:
|
|
February 4,
2021
|
|
|
September 30,
2021
|
|
Exercise price
|
|
11.50
|
|
|
11.50
|
|
Stock Price
|
|
$
|
9.87
|
|
|
$
|
9.71
|
|
Option term to M&A
|
|
|
5.00
|
|
|
|
5.00
|
|
Volatility
|
|
|
20
|
%
|
|
|
12
|
%
|
Risk-free interest rate
|
|
|
0.64
|
%
|
|
|
1.09
|
%
|
The
change in the fair value of the derivative warrant liabilities measured utilizing Level 3 inputs for the three and nine months ended
September 30, 2021, is summarized as follows:
Derivative warrant liabilities
at January 1, 2021
|
|
$
|
-
|
|
Issuance
of Public and Private Warrants - Level 3
|
|
|
18,520,390
|
|
Transfer of Public Warrants
to Level 1 measurement
|
|
|
(11,775,540
|
)
|
Change
in fair value of derivative warrant liabilities - Level 3
|
|
|
(1,179,769
|
)
|
Derivative warrant liabilities
at March 31, 2021 - Level 3
|
|
|
5,565,081
|
|
Change
in fair value of derivative warrant liabilities - Level 3
|
|
|
(1,653,316
|
)
|
Derivative warrant liabilities
at June 30, 2021 - Level 3
|
|
$
|
3,911,766
|
|
Change
in fair value of derivative warrant liabilities - Level 3
|
|
|
(725,346
|
)
|
Derivative
warrant liabilities at September 30, 2021 - Level 3
|
|
$
|
3,186,420
|
|
NOTE
11. SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued.
Other the restatements described in Note 2, the Company did not identify any subsequent events that would have required adjustment or
disclosure in the unaudited condensed financial statements.