10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2021

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

For the transition period from

Commission File No. 001-40184

COLONNADE ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1400 Centrepark Blvd, Ste 810

West Palm Beach, FL 33401

(Address of Principal Executive Offices, including zip code)

(561) 712-7860

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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-fifth of one redeemable warrant	CLAA.U	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 par value	CLAA	The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	CLAA WS	The New York Stock Exchange

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”

in Rule 12b-2 of the

Exchange Act.

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 is a shell company (as defined

in Rule 12b-2 of the

Exchange Act): Yes ☒ No ☐

As of

November 22, 2021

, 33,000,000 Class A ordinary shares, par value $0.0001 per share, and 8,250,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

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COLONNADE ACQUISITION CORP. II

FORM 10-Q FOR

THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets (unaudited)		3

	Condensed Statements of Operations (unaudited)		4

	Condensed Statements of Changes in Shareholders’ Equity (Deficit) (unaudited)		5

	Condensed Statement of Cash Flows (unaudited)		6

	Notes to Condensed Financial Statements (unaudited)		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		26

Item 4.	Control and Procedures		26

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings		27

Item 1A.	Risk Factors		27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		27

Item 3.	Defaults Upon Senior Securities		28

Item 4.	Mine Safety Disclosures		28

Item 5.	Other Information		28

Item 6.	Exhibits		28

SIGNATURES			29

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PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COLONNADE ACQUISITION CORP. II

CONDENSED BALANCE SHEETS


	September 30,
	2021			December 31,
	(Unaudited)			2020
Assets
Current assets:
Cash	$	415,801		$	25,000
Prepaid expenses		687,018			—
Deferred offering costs associated with IPO		—			61,814

Total current assets		1,102,819			86,814

Prepaid expenses – non-current portion		295,913			—
Cash and marketable securities held in trust account		330,054,458			—

Total assets	$	331,453,190		$	86,814

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	73,520		$	35,000
Promissory Note – related party		—			30,000

Total current liabilities		73,520			65,000
Warrant Liabilities		9,990,000
Deferred underwriters’ discount		10,657,500			—

Total liabilities		20,721,020			65,000

Commitments
Class A ordinary shares subject to possible redemption 33,000,000 and 0 shares at redemption value at September 30, 2021 and December 31, 2020, respectively		330,000,000			—
Shareholders’ equity (deficit):
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; no shares (excluding 33,000,0000 and 0 shares subject to possible redemption) issued and outstanding at September 30, 2021 and December 31, 2020, respectively		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,250,000 and 8,625,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		825			863
Additional paid-in capital		—			24,137
Accumulated earnings (deficit)		(19,268,655	)		(3,186	)

Total shareholders’ equity (deficit)		(19,267,830	)		21,814

Total liabilities and shareholders’ equity (deficit)	$	331,453,190		$	86,814

See accompanying notes to the financial statements.

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COLONNADE ACQUISITION CORP. II

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED)


	For the Three Months Ended September 30, 2021			For the Nine Months Ended September 30, 2021
Formation and operating costs	$	303,083		$	742,033

Loss from operations		(303,083	)		(742,033	)

Other Income (Expense)
Interest income		24,766			54,458
Change in fair value of warrant liabilities		3,378,666			7,431,333
Offering expenses related to warrant issuance		—			(475,053	)

Total other income		3,403,432			7,010,738

Net income	$	3,100,349		$	6,268,705

Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		33,000,000			33,000,000

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.08		$	0.15

Weighted average shares outstanding, Non-redeemable ordinary shares		8,250,000			8,057,692

Basic and diluted net income per share, Non-redeemable ordinary shares	$	0.08		$	0.15

See accompanying notes to the financial statements.

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COLONNADE ACQUISITION CORP. II

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED)


	Ordinary Shares										Additional						Total
	Class A				Class B						Paid-In			Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance as of December 31, 2020		—	$	—		8,625,000		$	863		$	24,137		$	(3,186	)	$	21,814
Sale of private placement		—		—		—			—			8,600,000			—			8,600,000
Initial fair value of private warrants accounted for as liabilities		—		—		—			—			(8,313,333	)		—			(8,313,333	)
Sponsor forfeiture of shares		—		—		(375,000	)		(38	)		38			—			—
Accretion for Class A ordinary shares subject to redemption		—		—		—			—			(310,842	)		(25,534,174	)		(25,845,016	)
Net income		—		—		—			—			—			34,901			34,901

Balance as of March 31, 2021 (Restated)		—	$	—		8,250,000		$	825		$	—		$	(25,502,459	)	$	(25,501,634	)

Net income		—		—		—			—			—			3,133,455			3,133,455

Balance as of June 30, 2021 (Restated)		—	$	—		8,250,000		$	825		$	—		$	(22,369,004	)	$	(22,368,179	)

Net income		—		—		—			—			—			3,100,349			3,100,349

Balance as of September 30, 2021		—	$	—		8,250,000		$	825		$	—		$	(19,268,655	)	$	(19,267,830	)

See accompanying notes to the financial statements.

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COLONNADE ACQUISITION CORP. II

CONDENSED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED)


Cash Flows from Operating Activities:
Net income	$	6,268,705
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on trust account		(54,458	)
Change in fair value of warrant liabilities		(7,431,333	)
Offering costs allocated to warrants		475,053
Changes in current assets and current liabilities:
Prepaid assets		(982,931	)
Accounts payable		73,520

Net cash used in operating activities		(1,651,444	)

Cash Flows from Investing Activities:
Investment of cash into trust account		(330,000,000	)

Net cash used in investing activities		(330,000,000	)

Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters’ discount		323,910,000
Proceeds from issuance of Private Placement Warrants		8,600,000
Proceeds from issuance of promissory note to related party		115,824
Repayment of promissory note to related party		(145,824	)
Payments of offering costs		(437,755	)

Net cash provided by financing activities		332,042,245

Net Change in Cash		390,801
Cash - Beginning		25,000

Cash - Ending	$	415,801

Supplemental Disclosure of Non-cash Financing Activities:
Accretion for Class A ordinary shares subject to redemption	$	25,845,016


Initial value of warrant liabilities	$	17,421,333

Deferred underwriting commissions payable charged to additional paid in capital	$	10,657,500

See accompanying notes to the financial statements.

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COLONNADE ACQUISITION CORP. II

NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

Organization and General

Colonnade Acquisition Corp. II (the “Company”) was incorporated in Cayman Islands on November 24, 2020. The Company was formed for the purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end.

As of September 30, 2021, the Company had not yet commenced any operations. All activity through September 30, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company

will generate non-operating income in

the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

Financing

The registration statement for the Company’s IPO was declared effective on March 9, 2021 (the “Effective Date”). On March 12, 2021, the Company consummated the IPO of 33,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public shares”), at $10.00 per Unit, generating gross proceeds of $330,000,000, which is discussed in Note 4.

Simultaneously with the closing of the IPO, the Company consummated the sale of 5,733,333 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5.

Transaction costs amounted to $17,212,069 consisting of $6,090,000 of underwriting fee, $10,657,500 of deferred underwriting fee and $464,569 of other offering costs. Of the total transaction cost $475,053 was

expensed as non-operating expenses in

that statement of operations with the rest of the offering cost charged to shareholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the Public Warrant (as defined in Note 4) liabilities and the Class A ordinary shares.

Trust Account

Following the closing of the IPO on March 15, 2021, an amount of $330,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which is invested in 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 in any open-ended investment company that holds itself out as a money market fund meeting the conditions

of Rule 2a-7 of the

Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public

shareholders.

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Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all the net proceeds are intended to be generally applied toward consummating a business combination.

The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination 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. There is no assurance that the Company will be able to successfully effect a business combination.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $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 ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination.

The Company will have until March 12, 2023 (with the ability to extend with shareholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

The Company’s sponsor, Colonnade Sponsor II LLC (the “Sponsor”), officers and directors have agreed to (i) waive their redemption rights with respect to the 7,187,500 Class B ordinary shares issued to the Sponsor for an aggregate purchase price of $25,000 on December 31, 2020 (the “Founder Shares”) and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if the Company fails to complete the initial business combination within the Combination Period.

The Company’s Sponsor has 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 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 IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

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Going Concern

As of September 30, 2021, the Company had cash outside the Trust Account of $415,801 and working capital of $1,029,299. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem ordinary shares. As of September 30, 2021, none of the amount in the Trust Account was withdrawn as described above.

Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the remaining net proceeds from the IPO and the sale of Private Placement Warrants.

In order to fund working capital deficiencies or 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, loan the Company funds as may be required. If the Company completes a Business Combination, it would repay such loaned amounts. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant unit at the option of the lender. The warrants would be identical to the Private Placement Warrants.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of

coronavirus (the “COVID-19 outbreak”). In March

2020, the

WHO classified the COVID-19 outbreak as a

pandemic, based on the rapid increase in exposure globally. The full

impact of the COVID-19 outbreak continues to

evolve. The

impact of the COVID-19 outbreak on the

Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the

impact of the COVID-19 outbreak on the

financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented

to contain the COVID-19 outbreak or treat

its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be

impacted by the COVID-19 outbreak and the

resulting market downturn.

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Note 2 -

Restatement

of Previously Issued Financial Statements

In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company has historically classified a portion of Class A ordinary shares in permanent equity to satisfy the $5,000,000 net tangible asset requirement.

However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management

re-evaluated

the Company’s application of ASC

480-10-S99-3A

to its accounting classification of public shares. Upon

re-evaluation,

management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination.

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 changes and has determined that the related impacts were material to the previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. As such the Company is restating those periods in this Quarterly Report.

Impact of the

Restatement

There has been no change in the Company’s total assets, liabilities or operating results. The impact to the balance sheet as of March 12, 2021, the balance sheet, statement of operations and statement of changes in shareholders’ equity as of March 31, 2021 and the balance sheet, statement of operations and statement of changes in shareholders’ equity as of June 30, 2021 is presented below:


	As Previously			Restatement
	Reported			Adjustment			As Restated
Balance Sheet as of March 12, 2021 (per Prospectus filed on March 18, 2021)
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption at redemption value ($)	$	298,977,980		$	31,022,020		$	330,000,000
Shareholders’ equity (deficit)
Class A ordinary shares - $0.0001 par value		310			(310	)		—
Additional paid-in capital		5,487,535			(5,487,535	)		—
Retained Earnings (Accumulated Deficit)		(633,242	)		(25,534,175	)		(26,167,417	)

Total shareholders’ equity (deficit)	$	5,000,009		$	(31,022,020	)	$	(26,166,592	)

Shares subject to possible redemption		29,897,798			3,102,202			33,000,000

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Financial Statements as of March 31, 2021 (per Form 10-Q filed on May 27, 2021)
Balance Sheet
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption at redemption value ($)	$	299,498,363		$	30,501,637		$	330,000,000
Shareholders’ equity (deficit)
Class A ordinary shares - $0.0001 par value		305			(305	)		—
Additional paid-in capital		4,967,158			(4,967,158	)		—
Retained Earnings (Accumulated Deficit)		31,715			(25,534,174	)		(25,502,459	)

Total shareholders’ equity (deficit)	$	5,000,003		$	(30,501,637	)	$	(25,501,634	)

Shares subject to possible redemption		29,949,836			3,050,164			33,000,000

Statement of Operations
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		29,900,400			3,099,600			33,000,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00		$	—		$	0.00
Weighted average shares outstanding, non-redeemable ordinary shares		9,230,467			(1,570,355	)		7,660,112
Basic and diluted net income per share, non-redeemable ordinary shares	$	0.00		$	—		$	0.00
Statement of Changes in Shareholders’ Equity (1)
Ordinary Class A - Shares		3,050,164			(3,050,164	)		—
Sale of Units in Initial Public Offering, net of underwriter fee	$	330,000,000		$	(330,000,000	)	$	—
Initial fair value of warrants accounted for as liabilities	$	(17,421,333	)	$	9,108,000		$	(8,313,333	)
Underwriter discount	$	(6,090,000	)	$	6,090,000		$	—
Deferred underwriter discount	$	(10,657,500	)	$	10,657,500		$	—
Other offering cost charged to shareholders’ equity	$	(464,569	)	$	464,569		$	—
Reclassification of offering cost related to warrant issuance	$	475,053		$	(475,053	)	$	—
Class A ordinary shares subject to possible redemption	$	(299,498,363	)	$	299,498,363		$	—
Accretion for Class A ordinary shares subject to redemption	$	—		$	(25,845,016	)	$	(25,845,016	)
Financial Statements as of June 30, 2021 (per Form 10-Q filed on August 23, 2021)
Balance Sheet
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption at redemption value ($)	$	302,631,817		$	27,368,183		$	330,000,000
Shareholders’ equity (deficit)
Class A ordinary shares - $0.0001 par value		274			(274	)		—
Additional paid-in-capital		1,833,735			(1,833,735	)		—
Retained Earnings (Accumulated Deficit)		3,165,170			(25,534,174	)		(22,369,004	)

Total shareholders’ equity (deficit)	$	5,000,004		$	(27,368,183	)	$	(22,368,179	)

Shares subject to possible redemption		30,263,182			2,736,818			33,000,000

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Statement of Operations
Three Months ended June 30, 2021
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		30,263,182			2,736,818			33,000,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.08		$	0.08
Weighted average shares outstanding, non-redeemable ordinary shares		10,986,818			(2,736,818	)		8,250,000
Basic and diluted net income per share, non-redeemable ordinary shares	$	0.28		$	(0.20	)	$	0.08
Six Months ended June 30, 2021
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		29,943,752			3,056,248			33,000,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.08		$	0.08
Weighted average shares outstanding, non-redeemable ordinary shares		10,268,210			(2,608,098	)		7,660,112
Basic and diluted net income per share, non-redeemable ordinary shares	$	0.31		$	(0.23	)	$	0.08
Statement of Changes in Shareholders’ Equity (1)
Three Months ended June 30, 2021
Ordinary Class A - Shares		2,736,818			(2,736,818	)		—
Class A ordinary shares subject to possible redemption	$	(3,133,454	)	$	3,133,454		$	—

(1)	The changes to the Ordinary Class A - Amount, Additional Paid-in Capital, Accumulated Deficit and Total Shareholders’ Equity (Deficit) line items shown in the Balance Sheet are also included in the restatement to the Statement of Changes in Shareholders’ Equity

Note 3— Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions

to Form 10-Q and Article

of Regulation S-X of th

SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a compl

te presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on March 10, 2021, as well as the Company’s Current Reports

on Form 8-K. The interim

results for the three months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company Status

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 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, 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 a 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 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

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standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which 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 financial statements in conformity with GAAP requires 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 financial statements and the reported amounts of 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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 $415,801 and $25,000 in cash, respectively. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

As of September 30, 2021, the Trust Account had $330,054,458 held in primarily U.S. Treasury bills. During the period January 1, 2021 to September 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2021, the Company has not experienced losses on this account.

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 a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s 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, as of September 30, 2021, 33,000,000

Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.


Gross Proceeds	$	330,000,000
Less:
Proceeds allocated to public warrants		(9,108,000	)
Issuance costs related to Class A ordinary shares		(16,737,016	)
Plus:
Accretion of carrying value to redemption value		25,845,016

Contingently redeemable Class A ordinary shares	$	330,000,000

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Company applies the

two-class

method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per ordinary share is computed by dividing the pro rata net loss between the Class A ordinary shares and the Class B ordinary shares by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be

anti-dilutive.

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	For the Three Months ended September 30, 2021		For the Nine Months ended September 30, 2021
Ordinary shares subject to possible redemption
Numerator:
Net loss allocable to Class A ordinary shares subject to possible redemption	$	2,480,279	$	5,038,453
Denominator:
Weighted Average Redeemable Class A Ordinary shares, Basic and Diluted		33,000,000		33,000,000

Basic and Diluted net loss per share, Redeemable Class A Ordinary shares	$	0.08	$	0.15

Non-Redeemable Ordinary shares
Numerator:
Net loss allocable to Class B ordinary shares not subject to redemption	$	620,070	$	1,230,252
Denominator:
Weighted Average Non-Redeemable Ordinary shares, Basic and Diluted		8,250,000		8,057,692

Basic and diluted net loss per share, ordinary shares	$	0.08	$	0.15

SEC Form 10-Q filed by Colonnade Acquisition Corp. II