10-K 1 brhc10035540_10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2021

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

For the transition period from to

Commission file number: 001-41142

SCULPTOR ACQUISITION CORP I

(Exact name of registrant as specified in its charter)

Cayman Islands (State or other jurisdiction of incorporation or organization)		98-1590223 (I.R.S. Employer Identification No.)

9 West 57th Street, 39th Floor New York, NY (Address of principal executive offices)		10019 (Zip Code)

Registrant’s telephone number, including area code: (212) 790-0000

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	SCUA.U	New York Stock Exchange
Class A ordinary shares included as part of the units	SCUA	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SCUA WS	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

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

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

Large accelerated filer ☐

Accelerated filer ☐

Non‑accelerated filer ☒

Smaller reporting company ☒

Emerging growth company ☒

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

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

There was no aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, because the registrant’s common equity was not trading on any exchange on that date.

As of March 28, 2022, there were 23,000,000 Class A ordinary shares, $0.0001 par value and 5,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

TABLE OF CONTENTS

PART I			5
	Item 1.	Business	5
	Item 1A.	Risk Factors	25
	Item 1B.	Unresolved Staff Comments	68
	Item 2.	Properties	68
	Item 3.	Legal Proceedings	68
	Item 4.	Mine Safety Disclosures	68
PART II			69
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	69
	Item 6.	[Reserved]	70
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	70
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	74
	Item 8.	Financial Statements and Supplementary Data	74
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	75
	Item 9A.	Controls and Procedures	75
	Item 9B.	Other Information	75
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	75
PART III			76
	Item 10.	Directors, Executive Officers and Corporate Governance	76
	Item 11.	Executive Compensation	81
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	82
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	83
	Item 14.	Principal Accountant Fees and Services	85
PART IV			86
	Item 15.	Exhibits and Financial Statement Schedules	86
	Item 16.	Form 10-K Summary	87
SIGNATURES			88

Public shares		23,000,000
Founder shares		5,750,000
Total shares		28,750,000
Total funds in trust available for initial business combination (less deferred underwriting commissions)	$	226,550,000
Public shareholders’ investment per Class A ordinary share⁽¹⁾	$	10.20
Our sponsor’s investment per Class B ordinary share⁽²⁾	$	0.004
Implied value per Class A ordinary share upon the initial business combination⁽³⁾	$	7.88

(1)	While the public shareholders’ investment is in both the public shares and the public warrants, for purposes of this table the full investment amount is ascribed to the public shares only.
(2)	The sponsor’s total investment in the equity of the Company, inclusive of the founder shares and the sponsor’s $11,200,000 investment in the private placement warrants, is $11,225,000.
(3)	All founder shares held by our initial shareholders would automatically convert into Class A ordinary shares upon completion of our initial business combination.

Name	Age	Position
Steven Orbuch	55	Chief Executive Officer, Director
Nicholas Hecker	45	Chief Investment Officer
Dava Ritchea	37	Chief Financial Officer
James Levin	39	Chairman, Director
Wayne Cohen	47	Director
Kristi Jackson	54	Independent Director
Charmel Maynard	37	Independent Director
Adam Rosenberg	53	Independent Director
Ivy Zelman	55	Independent Director

SEC Form 10-K filed by Sculptor Acquisition Corp I