Cepton(CPTN)

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Cepton(CPTN) - 2022 Q1 - Earnings Call Transcript
2022-05-11 22:41
Financial Data and Key Metrics Changes - Total revenue for Q1 2022 was $1.5 million, representing a 239% increase year-over-year and a 16% sequential increase, consisting entirely of product revenue [19] - GAAP net income was $41.2 million or $0.36 per share, while non-GAAP net loss was $12.2 million or $0.11 per share [19][20] - Non-GAAP adjusted EBITDA was negative $11.4 million, with available liquidity of approximately $160 million as of March 31, 2022 [21] Business Line Data and Key Metrics Changes - The company has started shipping D-samples for General Motors' Ultra Cruise program, marking a significant milestone in OEM series production [7] - The company expects to ship several thousand units this year, equipping multiple vehicle models across various assembly plants in the U.S. [22] - The Nova near-range Lidar product is gaining traction, with B samples being shipped to OEMs for evaluation [12][39] Market Data and Key Metrics Changes - The automotive market is seeing increased interest in Lidar technology, particularly for ADAS applications, which are expected to represent over 80% of the Lidar addressable market in the coming decades [15] - The company is actively engaged with all top 10 global auto OEMs, with more than half in the RFI phase [33] Company Strategy and Development Direction - The company aims to achieve a price point for Lidar below $1,000 to accelerate large-scale adoption [11] - The focus remains on executing the largest ADAS series production award to date and winning additional awards [23] - The company is also expanding its presence in the smart infrastructure market, with robust demand for its Lidar products and software [23] Management's Comments on Operating Environment and Future Outlook - Management remains confident in the long-term growth plan and path to becoming a market share leader [23] - The company is vigilant regarding supply chain issues but is currently not facing significant obstacles [26] - The guidance for 2022 remains unchanged, with expectations for back-half weighted revenue [30] Other Important Information - The company closed a business combination with Growth Capital Acquisition Corp. in February, raising approximately $48 million net of fees [18] - The company has received significant attention from other OEMs following the GM announcement, indicating accelerated interest in Lidar technology [32] Q&A Session Summary Question: Update on supply chain issues - Management is aware of supply chain issues but is not currently facing significant obstacles for the GM program [26][27] Question: Confirmation of guidance - Management confirmed they are standing by their guidance for 2022, with no constraints on demand [30] Question: Interest in Nova product - There is significant interest in the Nova product, with applications expanding beyond automotive [39] Question: OEMs' outlook in China - Progress in China continues, with plans to establish a Tier 1 partnership to address opportunities [41][42] Question: Process transfer to Koito - The transfer process is complex but is nearing completion, with low risk at this stage [44]
Cepton(CPTN) - 2022 Q1 - Earnings Call Presentation
2022-05-11 21:17
Business Update - Cepton began shipping D-samples in support of the GM Ultra Cruise Program[7,8] - The company plans to ship several thousand units in 2022, equipping multiple vehicle models manufactured in multiple assembly plants across the U S [8] - Cepton completed B-Sample design on near-range lidar (Nova), to begin shipping to OEMs for evaluation starting Q2 2022[9] - Multiple smart infrastructure projects completed proof-of-concept validation, potentially resulting in meaningful volume[7,10] - Cepton completed the 2nd ASIC architecture design for further performance enhancement and cost reduction, with tape out expected by the end of the year[7,10] Financial Results (Q1'22) - Revenue increased to $1.5 million, compared to $0.4 million in Q1'21[11] - GAAP Net Income was $41.2 million, compared to a loss of $8.4 million in Q1'21[11] - Non-GAAP Net Loss was $12.2 million, compared to $8.1 million in Q1'21[11] - Adjusted EBITDA was $(11.4) million, compared to $(8.0) million in Q1'21[11]
Cepton (CPTN) Investor Presenatation- Slideshow
2022-04-14 17:55
《 C E P T O N * Investor Presentation April, 2022 SELF DRIVING MODE VISION SYSTEM Disclaimer and Cautionary Note Forward-Looking Statements This presentation of Cepton, Inc. ("Cepton") includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. The statements regarding our 2022 product and technology milestones, 2022 commercial goals and 2022 outlook, as well as any other statements that refer to projections, ...
Cepton, Inc. (CPTN) Investor Presentation - Slideshow
2022-03-06 15:10
《 C E P T O N GROWTH CAPITAL Intelligence at the Speed of Light™ ACQUISITION CORP. Investor Presentation January 27, 2022 SELF DRIVING MODE VISION SYSTEM 1 Disclaimer This presentation and any oral statements in connection with this presentation are for informational purposes only. No representations or warranties, express or implied are given in, or in respect of, this presentation. Industry, market and benchmark data used in this presentation have been obtained from third-party industry publications and s ...
Cepton(CPTN) - 2021 Q3 - Quarterly Report
2021-11-22 16:00
Table of Contents 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 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GROWTH CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Not Applicable (Former name or former address ...
Cepton(CPTN) - 2021 Q2 - Quarterly Report
2021-08-18 16:00
[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company, a blank check entity, reported total assets of **$173.3 million** and a net loss of **$1.53 million** for the quarter ended June 30, 2021, with a subsequent business combination agreement signed with Cepton Technologies, Inc [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2021, the company's total assets were **$173.3 million**, with **$172.5 million** in the Trust Account and warrant liabilities increasing to **$8.6 million** Condensed Balance Sheet Data (Unaudited) | Account | June 30, 2021 (USD) | March 31, 2021 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $718,500 | $749,737 | | Investments held in Trust Account | $172,511,739 | $172,505,514 | | **Total Assets** | **$173,310,771** | **$173,370,188** | | **Liabilities & Equity** | | | | Warrant liabilities | $8,607,750 | $7,141,500 | | Total liabilities | $8,681,300 | $7,215,256 | | Class A common stock subject to possible redemption | $159,629,470 | $161,154,930 | | Total shareholders' equity | $5,000,001 | $5,000,002 | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) For the three months ended June 30, 2021, the company reported a net loss of **$1.53 million**, primarily driven by a **$1.47 million** non-cash loss from the change in fair value of warrants Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) | Item | Amount (USD) | | :--- | :--- | | General and administrative expenses | $66,638 | | Loss from operations | ($66,638) | | Change in fair value of warrants | ($1,466,250) | | Interest income | $7,427 | | **Net loss** | **($1,525,461)** | | Basic and diluted net loss per share, Class B | ($0.28) | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's formation as a SPAC, its **$172.5 million** IPO, warrant accounting policies, and the subsequent **August 5, 2021**, Business Combination Agreement with Cepton Technologies, Inc., including a **$50 million** PIPE investment - The company, a blank check entity, completed its IPO on **February 2, 2021**, raising **$172.5 million** from **17,250,000 units** at **$10.00 per unit**[22](index=22&type=chunk)[23](index=23&type=chunk) - The company must complete an initial Business Combination by **August 2, 2022**, or cease operations and redeem all public shares[34](index=34&type=chunk) - On **August 5, 2021**, the company entered a Business Combination Agreement with Cepton Technologies, Inc., including a concurrent **$50 million** PIPE investment from Koito Manufacturing Co., LTD[114](index=114&type=chunk)[115](index=115&type=chunk) - Warrants are accounted for as a liability at fair value, with changes recognized in the statement of operations; as of **June 30, 2021**, the warrant liability was valued at **$8,607,750**[64](index=64&type=chunk)[95](index=95&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company with no operations, the company reported a net loss of **$1.53 million** for the three months ended June 30, 2021, primarily due to warrant fair value adjustments, with **$718,500** in cash for working capital - The company is a blank check entity formed to effect a business combination and has not commenced operations[119](index=119&type=chunk) - For the three months ended **June 30, 2021**, the **$1,525,461** net loss comprised **$66,638** in general and administrative costs and a **$1,466,250** unrealized loss on warrant fair value, partially offset by **$7,427** in interest income[126](index=126&type=chunk) - As of **June 30, 2021**, the company held **$718,500** in cash and **$172.5 million** in the Trust Account from IPO and private placement proceeds[127](index=127&type=chunk)[130](index=130&type=chunk) - The company pays a monthly fee of **$5,750** to an affiliate of the Sponsor for office space, utilities, and administrative support, commencing **January 29, 2021**[135](index=135&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[139](index=139&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2021, the company's disclosure controls and procedures were deemed ineffective due to a material weakness related to warrant accounting reclassification, with no other material changes to internal controls during the quarter - The company's disclosure controls and procedures were deemed not effective as of **June 30, 2021**[141](index=141&type=chunk) - The ineffectiveness stemmed from a material weakness in accounting and reporting for SPAC warrants, necessitating reclassification from equity to liability[141](index=141&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected or are likely to materially affect the company's internal controls[143](index=143&type=chunk) [PART II. OTHER INFORMATION](index=33&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[145](index=145&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the prospectus filed on **February 2, 2021** - No material changes to risk factors have occurred since the prospectus filed on **February 2, 2021**[146](index=146&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) On **February 2, 2021**, the company completed a private placement of **5,175,000 warrants** for **$5,175,000**, with **$172.5 million** placed in a trust account and **$968,580** allocated for general and administrative expenses and due diligence - Simultaneously with the IPO, the company sold **5,175,000 Private Placement Warrants** at **$1.00 each**, raising **$5,175,000**[147](index=147&type=chunk) - Of the total proceeds from the IPO and Private Placement, **$172,500,000** was placed into the trust account[149](index=149&type=chunk) - Approximately **$968,580** held outside the Trust Account is designated for business, legal, and accounting due diligence, as well as ongoing general and administrative expenses[150](index=150&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[152](index=152&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[152](index=152&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[152](index=152&type=chunk) [Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including underwriting, warrant, and registration rights agreements, along with officer certifications - The report includes a list of filed exhibits, such as the Underwriting Agreement, Business Combination Marketing Agreement, Warrant Agreement, and various Registration Rights Agreements[156](index=156&type=chunk)
Cepton(CPTN) - 2021 Q4 - Annual Report
2021-07-18 16:00
Part I [Business](index=7&type=section&id=Item%201.%20Business) Growth Capital Acquisition Corp. is a SPAC targeting business combinations with companies valued between $300 million and $1.5 billion, with a deadline of August 2, 2022 - The company is a blank check company whose purpose is to effect an initial business combination with a target that has an enterprise value between approximately **$300 million and $1.5 billion**[18](index=18&type=chunk) Initial Public Offering Details | Metric | Value | | :--- | :--- | | **IPO Date** | February 2, 2021 | | **Units Offered** | 17,250,000 | | **Price per Unit** | $10.00 | | **Gross Proceeds (IPO)** | $172,500,000 | | **Private Placement Warrants** | 5,175,000 | | **Gross Proceeds (Warrants)** | $5,175,000 | | **Amount in Trust Account** | $172,500,000 | - The company must complete its initial business combination by **August 2, 2022**, or it will terminate its existence and distribute the funds held in the trust account[23](index=23&type=chunk)[114](index=114&type=chunk) - The management team, Prokopios Tsirigakis and George Syllantavos, have successfully founded and completed business combinations for three prior blank check companies: Stellar Acquisition III Inc., Nautilus Marine Acquisition Corp., and Star Maritime Acquisition Corp[24](index=24&type=chunk) - The company's sponsor, Growth Capital Sponsor LLC, is an affiliate of Maxim Group LLC, a global investment bank that has significant experience in the SPAC market, having been involved in over **30% of SPAC IPOs since 2002**[26](index=26&type=chunk)[29](index=29&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including the deadline to complete a business combination, competition, conflicts of interest, and a material weakness in warrant accounting - The company must complete its initial business combination by **August 2, 2022**, or it will be forced to cease operations, redeem public shares, and liquidate, rendering its warrants worthless[155](index=155&type=chunk)[156](index=156&type=chunk) - The ability of public stockholders to redeem a large number of shares could make the company's financial condition unattractive to targets or prevent the completion of a desirable business combination[147](index=147&type=chunk)[149](index=149&type=chunk) - The sponsor, officers, and directors will lose their entire investment in founder shares and private placement warrants if a business combination is not completed, creating a potential conflict of interest when evaluating a target business[226](index=226&type=chunk)[227](index=227&type=chunk) - The company's operations may be adversely affected by the COVID-19 pandemic, which could restrict travel, limit meetings, and impact the ability to raise necessary financing for a transaction[159](index=159&type=chunk)[160](index=160&type=chunk) - A material weakness was identified in the company's internal control over financial reporting due to the re-evaluation of the accounting treatment for its warrants as liabilities instead of equity, following an SEC Staff Statement[346](index=346&type=chunk)[347](index=347&type=chunk)[348](index=348&type=chunk) [Unresolved Staff Comments](index=62&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - Not applicable[349](index=349&type=chunk) [Properties](index=62&type=section&id=Item%202.%20Properties) The company's executive offices are provided by its sponsor for a monthly fee of $5,750, covering office space and administrative support - The company's executive offices are provided by its sponsor for a monthly fee of **$5,750**[350](index=350&type=chunk) [Legal Proceedings](index=62&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no material litigation or governmental proceedings pending against it or its management - There is no material litigation currently pending against the company or its management[351](index=351&type=chunk) [Mine Safety Disclosures](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[353](index=353&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=63&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on NASDAQ, with no cash dividends planned before a business combination, and details initial share and warrant sales - The company's securities are traded on the NASDAQ Capital Market under the symbols **GCACU** (units), **GCAC** (public shares), and **GCACW** (public warrants)[356](index=356&type=chunk) - The company has not paid any cash dividends and does not plan to before the initial business combination[359](index=359&type=chunk) - On February 2, 2021, the company consummated its IPO of **17,250,000 units at $10.00 per unit**, generating gross proceeds of **$172,500,000**, with a total of **$172,500,000** placed in a trust account[364](index=364&type=chunk)[365](index=365&type=chunk) [Selected Financial Data](index=65&type=section&id=Item%206.%20Selected%20Financial%20Data) This section is not applicable to the company - Not applicable[367](index=367&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=65&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company with no operations, the company reported an $8.26 million net income primarily from warrant fair value changes, with a business combination deadline of August 2, 2022 - The company is a blank check company with no operations or revenues to date, with activities limited to organizational matters and preparing for its IPO[369](index=369&type=chunk)[376](index=376&type=chunk) - For the period from inception (January 4, 2010) through March 31, 2021, the company had a net income of **$8,261,624**, which was mainly attributed to changes in the fair value of its warrants[377](index=377&type=chunk) - As of March 31, 2021, the company had cash of **$749,737** available for working capital, with **$172,500,000** held in the trust account from the IPO and private placement proceeds[379](index=379&type=chunk)[381](index=381&type=chunk) - The company accounts for its warrants as a liability at fair value, subject to re-measurement each reporting period, with changes in fair value recognized in the statement of operations, which is a critical accounting policy[390](index=390&type=chunk)[391](index=391&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity on the balance sheet[392](index=392&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=70&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Funds in the trust account are invested in short-term U.S. government treasury bills or money market funds, mitigating material interest rate risk - Proceeds held in the trust account are invested in short-term U.S. government treasury bills or money market funds, leading to the belief that there is no material exposure to interest rate risk[396](index=396&type=chunk) [Financial Statements and Supplementary Data](index=70&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited financial statements for March 31, 2021, highlighting the reclassification of warrants from equity to liability Balance Sheet Summary (as of March 31, 2021) | Account | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | 749,737 | | Investments held in Trust Account | 172,505,514 | | **Total Assets** | **173,370,188** | | **Liabilities & Equity** | | | Warrant liability | 7,141,500 | | Total liabilities | 7,215,256 | | Class A common stock subject to redemption | 161,154,930 | | **Total shareholders' equity** | **5,000,002** | Statement of Operations Summary (for the year ended March 31, 2021) | Account | Amount (USD) | | :--- | :--- | | Loss from operations | (93,265) | | Unrealized gain on FV changes of warrants | 9,936,000 | | **Net income** | **8,261,624** | | **Basic and diluted net income per share, Class B** | **1.78** | - The company revised its previously issued financial statements to reclassify public and private placement warrants as derivative liabilities instead of equity, following the SEC Staff Statement on April 12, 2021[548](index=548&type=chunk)[550](index=550&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=70&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[400](index=400&type=chunk) [Controls and Procedures](index=70&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to a material weakness in warrant accounting, leading to reclassification from equity to liabilities - Management concluded that disclosure controls and procedures were not effective as of March 31, 2021[401](index=401&type=chunk) - A material weakness was identified related to the accounting classification of the company's warrants, prompted by the SEC Staff Statement issued on April 12, 2021, which led to the reclassification of warrants as liabilities[401](index=401&type=chunk)[402](index=402&type=chunk) [Other Information](index=71&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[408](index=408&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=71&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's governance includes experienced co-CEOs, a five-member board with independent directors, established committees, and disclosed potential conflicts of interest - The executive team includes Prokopios (Akis) Tsirigakis (President, Chairman, Co-CEO) and George Syllantavos (Co-CEO, CFO), who have prior experience founding three SPACs that successfully completed business combinations[409](index=409&type=chunk) - The board of directors consists of five members, with Harry Braunstein, Gary Leibler, and Evan Breibart serving as independent directors[409](index=409&type=chunk)[432](index=432&type=chunk) - Significant conflicts of interest exist as officers and directors have fiduciary or contractual obligations to other entities and may be required to present business opportunities to those entities before presenting them to the company[418](index=418&type=chunk)[428](index=428&type=chunk) - The company has established an audit committee and a compensation committee, both composed of independent directors[434](index=434&type=chunk)[435](index=435&type=chunk)[439](index=439&type=chunk) [Executive Compensation](index=80&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation is paid to officers or directors prior to a business combination, except for a $5,750 monthly fee for administrative support - No officers have received cash compensation for services rendered, and no compensation will be paid to officers, directors, or the sponsor prior to the consummation of the initial business combination, other than reimbursements for out-of-pocket expenses[452](index=452&type=chunk) - The company pays its sponsor's affiliate **$5,750 per month** for office space, utilities, and administrative support[452](index=452&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=80&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of July 16, 2021, the company had 21,562,500 common shares outstanding, with initial stockholders owning 20% of total shares Beneficial Ownership as of July 16, 2021 | Beneficial Owner | Class B Shares | % of Class B | % of Total Common Stock | | :--- | :--- | :--- | :--- | | Growth Capital Sponsor LLC | 1,367,500 | 31.71% | 6.34% | | Prokopios Tsirigakis (via Nautilus) | 1,367,500 | 31.71% | 6.34% | | George Syllantavos (via Nautilus) | 1,367,500 | 31.71% | 6.34% | | Hudson Bay (HB Strategies) | 1,367,500 | 31.71% | 9.82% (incl. Class A shares) | | All officers and directors as a group | 1,457,501 | 33.80% | 6.76% | - The ownership percentages are based on **17,250,000 Class A shares** and **4,312,500 Class B shares** outstanding[458](index=458&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=82&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Related party transactions include founder share sales, a monthly administrative fee, potential working capital loans, and a 3.5% marketing fee to a sponsor affiliate - The sponsor, Nautilus, and HB Strategies purchased an aggregate of **5,175,000 private placement warrants for $5,175,000** simultaneously with the IPO[469](index=469&type=chunk) - The company pays an affiliate of the sponsor **$5,750 per month** for office space and administrative services[472](index=472&type=chunk) - The sponsor or its affiliates may provide up to **$1,500,000** in working capital loans, which may be convertible into warrants at **$1.00 per warrant**[475](index=475&type=chunk) - Maxim Group LLC is engaged as an advisor and will receive a business combination marketing fee equal to **3.5% of the gross IPO proceeds ($6,037,500)** upon consummation of a deal[611](index=611&type=chunk) - The board of directors has determined that Messrs. Braunstein, Leibler, and Breibart are independent directors[487](index=487&type=chunk) [Principal Accountant Fees and Services](index=85&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Marcum LLP, the independent auditor, billed $54,541 in audit fees for the period ending March 31, 2021, with no other fees for related services Accountant Fees (Marcum LLP) | Fee Category | Amount (USD) | | :--- | :--- | | **Audit Fees** | $54,541 | | **Audit-Related Fees** | $0 | | **Tax Fees** | $0 | | **All Other Fees** | $0 | - All auditing and permitted non-audit services are pre-approved by the audit committee[497](index=497&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=87&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section indexes financial statements and various corporate and offering-related agreements filed as exhibits to the report - This section provides an index to the financial statements and lists all exhibits filed with the report, including key corporate and offering-related agreements[501](index=501&type=chunk)[502](index=502&type=chunk) [Form 10-K Summary](index=87&type=section&id=Item%2016.%20Form%2010-K%20Summary) This section is not applicable - Not applicable[503](index=503&type=chunk)