SDCL EDGE ACQUISITION CORPORATION
NOVEMBER 2, 2021
|Total current assets||2,732,264||—||2,732,264|
|Cash held in trust account||176,750,000||24,952,460||(a)||201,951,985|
|LIABILITIES AND SHAREHOLDERS’ DEFICIT|
|Accrued offering costs||447,225||—||447,225|
|Due to Sponsor||35,803||—||35,803|
|Total current liabilities||487,479||—||487,479|
|Deferred underwriting fee payable||6,125,000||873,336||(c)||6,998,336|
|Class A ordinary shares subject to possible redemption; 19,995,246 shares at redemption value at $10.10 per share||176,750,000||23,729,789||(a)||201,951,985|
|Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding||—||—||—|
|Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 19,995,246 shares subject to possible redemption)||—||—||—|
|Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,998,811 issued and outstanding (1)||503||(3||)||(f)||500|
|Additional paid-in capital||—||14,971||(d)||—|
|Total Shareholders’ Deficit||(20,540,215||)||(2,829,609||)||(23,369,824||)|
|TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT||$||179,482,264||$||25,201,985||$||204,684,249|
|(1)||Includes up to 656,250 Class B ordinary shares subject to repurchase by the Company if the over-allotment option is not exercised in full or in part by the underwriter. The underwriters partially exercised their over-allotment option on November 16, 2021. As a result of the underwriters’ partial exercise of the over-allotment option, the Company repurchased and cancelled 32,439 Founders Shares. No other Founder Shares remain subject to forfeiture.|
The accompanying notes are an integral part of the financial statement.
EDGE ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
NOTE 1. CLOSING OF OVER-ALLOTMENT OPTION
The accompanying unaudited pro forma financial statement presents the balance sheet of SDCL EDGE Acquisition Corporation (the “Company”) as of November 2, 2021, adjusted for the partial exercise of the underwriters’ over-allotment option and related transactions which closed on November 16, 2021 as described below.
On November 2, 2021, the Company consummated its initial public offering (the “Initial Public Offering”) of 17,500,000 units (the “Units”). Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $175,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,250,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to SDCL EDGE Sponsor LLC (the “Sponsor”), Sustainable Investors Fund, LP (“SIF”), and Seaside Holdings (Nominee) Limited (“Seaside” and together with the Sponsor and SIF, the “Purchasers”), generating gross proceeds of $8,250,000.
The Company had granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments, if any. On November 16, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 2,495,246 Units (the “Over-Allotment Units”), generating gross proceeds of $24,952,460, and incurred $499,049 in cash underwriting fees.
Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 748,574 warrants (the “Over-Allotment Warrants”) at a purchase price of $1.00 per warrant in a private placement to the Purchasers, generating gross proceeds of $748,574.
Upon closing of the Initial Public Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Warrants, a total of $201,951,985 ($10.10 per Unit) was placed in a U.S.-based trust account.
In addition, the Sponsor agreed to forfeit up to 656,250 Class B ordinary shares (the “Founder Shares”) to the extent that the over-allotment option is not exercised in full by the underwriters. As a result of the underwriters’ partial exercise of the over-allotment option, the Company repurchased and cancelled 32,439 Founders Shares. No other Founder Shares remain subject to forfeiture.
Pro forma adjustments to reflect the partial exercise of the Underwriters’ over-allotment option described above are as follows:
EDGE ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
|Pro forma entries|
|(a)||Cash held in trust account||$||24,952,460|
|Class A ordinary shares subject to possible redemption||$||23,729,789|
|To record sale of 2,495,246 Over-allotment Units at $10.00 per Unit|
|Class A ordinary shares subject to possible redemption||$||474,596|
|Cash held in trust account||$||499,049|
|To record payment of 2% of cash underwriting fee on overallotment option|
|Class A ordinary shares subject to possible redemption||$||830,543|
|Deferred underwriting fee payable||$||873,336|
|To record additional deferred underwriting fee on overallotment option|
|(d)||Cash held in trust account||$||748,574|
|Additional paid-in capital||$||14,971|
|To record purchase of 748,574 Private Placement Warrants at $1.00 per warrant|
|Class A ordinary shares subject to possible redemption||$||2,694,293|
|To record accretion of Class A common stock subject to redemption|
|(f)||Class B Ordinary shares||$||3|
|To record surrender of 32,439 Founder Shares|
|Class A ordinary shares subject to possible redemption||$||83,041|
|To reduce a portion of the excess of fair value of the Founder shares purchased by Anchor investors|