Form 10-Q Warburg Pincus Capital For: Jun 30
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
(Address Of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-fifth of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Item 1. |
Condensed Financial Statements |
June 30, 2022 |
December 31, 2021 |
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(Unaudited) |
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Assets: |
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Current assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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Investments held in Trust Account |
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Total Assets |
$ |
$ |
||||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses |
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Total current liabilities |
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Derivative warrant liabilities |
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Deferred underwriting commissions |
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Total liabilities |
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Commitments and Contingencies |
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Class A ordinary shares subject to possible redemption; $ |
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Shareholders’ Deficit: |
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Preference shares, $ |
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Class A ordinary shares, $ non-redeemable shares issued or outstanding as of June 30, 2022 and December 31, 2021 |
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Class B ordinary shares, $ |
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Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total shareholders’ deficit |
( |
) | ( |
) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
$ |
||||||
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
2022 |
2021 |
2022 |
2021 |
|||||||||||||
General and administrative expenses |
$ | $ | $ | $ | ||||||||||||
General and administrative expenses - related party |
||||||||||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other income (expenses): |
||||||||||||||||
Change in fair value of derivative warrant liabilities |
( |
) | ( |
) | ||||||||||||
Offering costs associated with derivative warrant liabilities |
( |
) | ||||||||||||||
Income from investments held in Trust Account |
||||||||||||||||
Net income (loss) |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Weighted average shares outstanding of Class A ordinary shares |
||||||||||||||||
Basic net income (loss) per share, Class A ordinary shares |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Basic and diluted weighted average shares outstanding of Class B ordinary shares |
||||||||||||||||
Basic and diluted net income (loss) per share, Class B ordinary shares |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Ordinary Shares |
Additional |
Total |
||||||||||||||||||||||||||
Class A |
Class B |
Paid-in |
Accumulated |
Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance - December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance - March 31, 2022 (Unaudited) |
( |
) |
( |
) | ||||||||||||||||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance - June 30, 2022 (Unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Ordinary Shares |
Additional |
Total |
||||||||||||||||||||||||||
Class A |
Class B |
Paid-in |
Accumulated |
Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Excess cash received over the fair value of the private warrants |
— | — | — | — | — | |||||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance - March 31, 2021 (Unaudited) |
( |
) |
( |
) | ||||||||||||||||||||||||
Forfeiture of Class B ordinary shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in capital |
— | — | — | — | ( |
) | — | |||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - June 30, 2021 (Unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
For the Six Months Ended June 30, |
||||||||
2022 |
2021 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Income from investments held in Trust Account |
( |
) | ( |
) | ||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||
Offering costs associated with derivative warrant liabilities |
— | |||||||
General and administrative expenses paid by related party under promissory note |
— | |||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Accounts payable |
( |
) | ||||||
Accrued expenses |
||||||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
Cash Flows from Investing Activities: |
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Cash deposited in Trust Account |
( |
) | ||||||
Net cash used in investing activities |
( |
) | ||||||
Cash Flows from Financing Activities: |
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Repayment of note payable to related party |
( |
) | ||||||
Proceeds received from initial public offering, gross |
||||||||
Proceeds received from private placement |
||||||||
Offering costs paid |
( |
) | ||||||
Net cash provided by financing activities |
||||||||
Net change in cash |
( |
) | ||||||
Cash - beginning of the period |
— | |||||||
Cash - end of the period |
$ |
$ |
||||||
Supplemental disclosure of noncash financing activities: |
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Offering costs included in accrued expenses |
$ | — | $ | |||||
Offering costs paid by related party under promissory note |
$ | — | $ | |||||
Deferred underwriting commissions |
$ | — | $ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the Three Months Ended June 30, 2022 |
For the Three Months Ended June 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income (loss) per ordinary share: |
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Numerator: |
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Allocation of net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding |
||||||||||||||||
Basic and diluted net income (loss) per ordinary share |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
For the Six Months Ended June 30, 2022 |
For the Six Months Ended June 30, 2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income (loss) per ordinary share: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding |
||||||||||||||||
Basic and diluted net income (loss) per ordinary share |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Gross proceeds |
$ | |||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemption |
( |
) | ||
Plus: |
||||
Accretion on Class A ordinary shares subject to possible redemption amount |
||||
|
|
|||
Class A ordinary shares subject to possible redemption as of December 31, 2021 |
||||
Increase in redemption value of Class A ordinary shares subject to possible redemption |
||||
|
|
|||
Class A ordinary shares subject to possible redemption as of June 30, 2022 |
$ |
|
| |
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value equals or exceeds $ |
• | if the Reference Value is less than $ |
June 30, 2022 |
||||||||||||
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
||||||||||||
Investments held in Trust Account - money market funds |
$ | $ | — | $ | — | |||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities - Public warrants |
$ | $ | — | $ | — | |||||||
Derivative warrant liabilities - Private placement warrants |
$ | — | $ | $ | — |
December 31, 2021 |
||||||||||||
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 - money market funds |
$ | $ | — | $ | — | |||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities - Public warrants |
$ | — | $ | — | $ | |||||||
Derivative warrant liabilities - Private placement warrants |
$ | — | $ | — | $ |
Derivative warrant liabilities at January 1, 2021 |
$ | |||
Issuance of Public and Private Warrants |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Derivative warrant liabilities at March 31, 2021 |
||||
Transfer of Public Warrants to Level 1 |
( |
) | ||
Transfer of Private Warrants to Level 2 |
( |
) | ||
Change in fair value of derivative warrant liabilities |
||||
Derivative warrant liabilities at June 30, 2021 |
||||
Derivative warrant liabilities at September 30, 2021 |
||||
Transfer of Public Warrants to Level 3 |
||||
Transfer of Private Warrants to Level 3 |
||||
Change in fair value of derivative warrant liabilities |
||||
Derivative warrant liabilities at December 31, 2021 |
||||
Transfer of Public Warrants to Level 1 |
( |
) | ||
Transfer of Private Placement Warrants to Level 2 |
( |
) | ||
Derivative warrant liabilities at March 31, 2022 |
||||
Derivative warrant liabilities at June 30, 2022 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 4. |
Controls and Procedures |
Item 1. |
Legal Proceedings |
Item 1A. |
Risk Factors |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities |
Item 3. |
Defaults Upon Senior Securities |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Other Information. |
Item 6. |
Exhibits. |
* | Filed herewith |
+ | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
Dated: August 15, 2022 | WARBURG PINCUS CAPITAL CORPORATION I-B | |||||
By: | /s/ Christopher H. Turner | |||||
Name: | Christopher H. Turner | |||||
Title: | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher H. Turner, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of Warburg Pincus Capital Corporation I-B; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: August 15, 2022 | By: | /s/ Christopher H. Turner | ||||
Name: | Christopher H. Turner | |||||
Title: | Chief Executive Officer and Chairman of the Board of Directors | |||||
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tara ONeill, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of Warburg Pincus Capital Corporation I-B; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: August 15, 2022 | By: | /s/ Tara ONeill | ||||
Name: | Tara ONeill | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Warburg Pincus Capital Corporation I-B (the Company) on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Christopher H. Turner, Chief Executive Officer and Chairman of the Board of Directors of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 15, 2022
By: |
/s/ Christopher H. Turner | |
Name: | Christopher H. Turner | |
Title: | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Warburg Pincus Capital Corporation I-B (the Company) on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Tara ONeill, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 15, 2022
By: |
/s/ Tara ONeill | |
Name: | Tara ONeill | |
Title: | Chief Financial Officer | |
(Principal Financial Officer) |
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