CIIG Merger Corp.

Kinetik S.à r.l. will hold 76.43% of Holdco's outstanding ordinary shares and may propose a majority of the board until its stake falls below 30%, so Holdco will be a controlled company under Nasdaq's corporate governance rules — and it is also a foreign private issuer and an emerging growth company, eligible for reduced disclosure on all three counts. Arrival's equity is deemed to have a value of approximately US $5.3 billion, Holdco expects to issue 606,178,750 ordinary shares in all, and the PIPE is 40,000,000 CIIG Class A shares at $10.00 per share.

Operating costs of $6.2m in one year are far above a searching shell's run rate and are the cost of the Arrival transaction; they have put the company $4,026,644 into working-capital deficit while the trust itself is untouched. The trust figure is as of December 31, 2020. CIIG holders representing about 18% of shares outstanding are committed to voting for the deal under a transaction support agreement, so the vote is materially pre-committed before any public solicitation. It withdrew $132,891 of trust interest during 2020 to pay taxes.

This is the audited post-IPO balance sheet whose filing on Form 8-K is one of the conditions for the units to separate. The trust holds $258,750,000 and redemption value is carried at exactly $10.00 per share, so the floor equals the unit price at issue; the trust size implies the over-allotment was exercised in full on a $225,000,000 base. The 6,468,750 Class B shares outstanding match the founder share count after the sponsor's November forfeiture and the BlackRock funds' purchase of the forfeited 646,875, so the anchor's stake is already in the share count here.

An anchor investor is being brought in on founder-share economics rather than at the $10.00 unit price: BlackRock funds acquired 646,875 Class B shares for approximately $2,500 — about $0.004 a share, the same price the sponsor paid — by way of the sponsor forfeiting exactly that number the day before. That is a transfer of sponsor promote to an institutional investor in exchange for its participation, and it dilutes public shareholders on the same terms the sponsor's own stake does. The anchor also buys warrants at the standard $11.50 strike.

Two warrant redemptions, not one. The familiar $0.01 call needs the last sale price at or above $18.00 for 20 of 30 trading days. The second needs the last reported sale price at or above only $10.00 on the SINGLE trading day before the notice, and requires the private placement warrants to be redeemed at the same time - a call that is reachable while the shares trade at about trust value. Both $18.00 figures also reset to 180% of the higher of the Market Value and the Newly Issued Price after a qualifying issuance. Charter amendments need 65%.