Mudrick Capital Acquisition Corp. II - Quarter Report: 2021 September (Form 10-Q)

 

 

 

 

 

 

 

 

 

 

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 (§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  ☐

 

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 of the Exchange Act):    Yes  ☒    No  ☐

 31,625,000 shares of Class A common stock, par value $0.0001 per share (“Class A ommon stock”) and 7,906,250 shares of Class B common stock, par value $0.0001 per share (“Class B ommon stock”), of the registrant issued and outstanding.

 

 

 

 

		Class A Common Stock								Class B Common Stock								Additional Paid-in				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance – January 1, 2021			—			$	—				7,906,250			$	791			$	—			$	(34,438,187	)		$	(34,437,396	)
Net income			—				—				—				—				—				4,272,514				4,272,514
Balance – March 31, 2021			—			$	—				7,906,250			$	791			$	—			$	(30,165,673	)		$	(30,164,882	)
Net loss			—				—				—				—				—				(115,896,259	)			(115,896,259	)
Balance – June 30, 2021			—			$	—				7,906,250			$	791			$	—			$	(146,061,932	)		$	(146,061,141	)
Net income			—				—				—				—				—				112,281,206				112,281,206
Balance – September 30, 2021			—			$	—				7,906,250			$	791			$	—			$	(33,780,726	)		$	(33,779,935	)

		Class A Common Stock								Class B Common Stock								Additional Paid-in				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Equity
Balance – July 30, 2020 (inception)			—			$	—				—			$	—			$	—			$	—			$	—
Issuance of Class B common stock to Sponsor			—				—				7,906,250				791				24,209				—				25,000
Net loss			—				—				—				—				—				(1,251	)			(1,251	)
Balance – September 30, 2020			—			$	—				7,906,250			$	791			$	24,209			$	(1,251	)		$	23,749

		Nine months Ended September 30, 2021				For the Period from July 30, 2020 (Inception) Through September 30, 2020
Cash Flows from Operating Activities:
Net income (loss)		$	657,461			$	(1,251	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Payment of formation costs through promissory note – related party							1,251
Change in fair value of warrant liabilities			(6,509,908	)			—
Interest earned on investments held in Trust Account			(52,237	)			—
Changes in operating assets and liabilities:
Prepaid expenses			42,307				—
Accounts payable and accrued expenses			4,893,987				—
Net cash used in operating activities			(968,390	)			—
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes			35,108				—
Net cash provided by investing activities			35,108				—
Cash Flows from Financing Activities:
Advances from related party			9,883				—
Repayment of advances from related party			(9,403	)			—
Net cash provided by financing activities			480				—
Net Change in Cash			(932,802	)			—
Cash – Beginning of period			1,117,679				—
Cash – End of period		$	184,877			$	—
Supplemental disclosure of non-cash investing and financing activities:			—				2,000
Deferred offering costs included in accrued offering costs			—				91,290
Deferred offering costs paid through promissory note – related party			—				25,000

Balance Sheet as of December 31, 2020 (audited)		As Previously Reported				Adjustment				As Revised
Class A common stock subject to possible redemption		$	281,556,345			$	39,437,405			$	320,993,750
Class A common stock		$	389			$	(389	)		$	—
Additional paid-in capital		$	6,736,227			$	(6,736,227	)		$	—
Accumulated deficit		$	(1,737,398	)		$	(32,700,789	)		$	(34,438,187	)
Total stockholders’ equity (deficit)		$	5,000,010			$	(39,437,405	)		$	(34,437,395	)

 

8

Gross proceeds		$	316,250,000
Less:
Proceeds allocated to Public Warrants		$	(12,036,716	)
Class A common stock issuance costs			(17,177,930	)
Plus:
Accretion of carrying value to redemption value		$	33,958,396
Class A common stock subject to possible redemption		$	320,993,750

		Three Months Ended September 30, 2021								Nine Months Ended September 30, 2021								For The Period From July 30, 2020 (inception) through September 30, 2020
		Class A				Class B				Class A				Class B				Class A				Class B
Basic and diluted net income (loss) per common shares
Numerator:
Allocation of net income (loss), as adjusted		$	89,824,965			$	22,456,241			$	525,969			$	131,492			$	—			$	(1,251	)
Denominator:
Basic and diluted weighted average shares outstanding			31,625,000				7,906,250				31,625,000				7,906,250				—				7,906,250
Basic and diluted net income (loss) per common share		$	2.84			$	2.84			$	0.02			$	0.02			$	—			$	(0.00	)

 

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 10).

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Pursuant to the Initial Public Offering, the Company sold 27,500,000 Units at a price of $10.00 per Unit. On December 14, 2020, the underwriters fully exercised their over-allotment option, resulting in an additional 4,125,000 Units issued for an aggregate amount of $41,250,000. Each Unit consists of one share of Class A common stock and of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Jefferies purchased an aggregate of 11,375,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant from the Company, of which 10,000,000 Private Placement Warrants were purchased by the Sponsor and 1,375,000 Private Placement Warrants were purchased by Jefferies, in a private placement. On December 14, 2020, as a result of the underwriters’ election to fully exercise their over-allotment option, the Sponsor purchased an additional 1,269,231 Private Placement Warrants and Jeffries purchased an additional 174,519 Private Placement Warrants for a total of 1,443,750 Private Placement Warrants, at a price of $1.00 per Private Placement Warrants, or $1,443,750 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

On August 3, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 shares of Class B common stock (the “Founder Shares”). In November 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,437,500 Founder Shares, which the Company cancelled. In December 2020, the Company effected a stock dividend of 0.1 shares for each Founder Share outstanding, resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a30-tradingday period ending three business days before the Company sends the notice of redemption to warrant holders .

		Description		Level				Amortized Cost				Gross Holding Gain				Fair Value
September 30, 2021		Assets :
		Held-to-Maturity Investments—U.S. Treasury Securities (Matures on 11/26/2021)			1			$	321,018,310			$	964			$	321,019,274
		Liabilities:
		Warrant Liability – Public Warrants			1				—				—				9,329,375
		Warrant Liability – Private Placement Warrants			3				—				—				8,720,818

		Description		Level				Amortized Cost				Gross Holding Loss				Fair Value
December 31, 2020		Assets :
		Held-to-Maturity Investments—U.S. Treasury Securities (Matured on 3/11/2021)			1			$	321,001,741			$	(18,297	)		$	320,983,444
		Liabilities:
		Warrant Liability – Public Warrants			1				—				—				12,573,343
		Warrant Liability – Private Placement Warrants			3				—				—				11,986,758

		September 30, 2021				December 31, 2020
Stock price		$	9.07			$	6.87
Strike price		$	11.50			$	11.50
Term (in years)			5.0				5.0
Volatility			10.0	%			40.0	%
Risk-free rate			1.09	%			0.57	%
Dividend yield			0.0	%			0.0	%

		Private Placement
Fair value as of December 31, 2020		$	11,986,758
Change in fair value			(3,265,940	)
Fair value as of September 30, 2021		$	8,720,818

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Mudrick Capital Acquisition Corporation II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Mudrick Capital Acquisition Holdings II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s definitive merger proxy statement in connection with the Company’s special meeting of stockholders filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 30, 2021. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

In connection with the preparation of our financial statements as of September 30, 2021, we determined we should revise our previously reported financial statements. We determined, at the closing of our Initial Public Offering, we had improperly valued our Class A common stock subject to possible redemption. As a result, we noted a reclassification adjustment related to temporary equity and permanent equity, which resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

In connection with the change in presentation for the Class A common stock subject to redemption, we also revised our income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in our income (loss).

On April 6, 2021, we entered into the Merger Agreement and related agreements with Topps. Pursuant to the Merger Agreement, the Company agreed to acquire all of the outstanding capital stock of Topps. On August 20, 2021, the parties terminated the Topps Merger, effective August 20, 2021.

We are a blank check company formed under the laws of the State of Delaware on July 30, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

non-operating

For the three months ended September 30, 2021, we had net income of $112,281,206, which consisted of the change in fair value of warrant liabilities of $114,371,811 and interest earned on investment held in Trust Account of $17,658, offset by general and administrative expenses of $2,108,263.

For the nine months ended September 30, 2021, we had net income of $657,461, which consisted of the change in fair value of warrant liabilities of $6,509,908 and interest earned on investment held in Trust Account of $52,237, offset by general and administrative expenses of $5,904,684.

For the period from July 30, 2020 (inception) through September 30, 2020, we had net loss of $1,251, which consisted of general and administrative expenses.

On December 10, 2020, we consummated the Initial Public Offering of 27,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $275,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 11,375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to our Sponsor and Jefferies, generating gross proceeds of $11,375,000.

On December 14, 2020, the Company sold an additional 4,125,000 Units for total gross proceeds of $41,250,000 in connection with the underwriters’ full exercise of their over-allotment option. Simultaneously with the closing of the over-allotment option, we also consummated the sale of an additional 1,443,750 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $1,443,750.

 

17

Following the Initial Public Offering, the full exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $320,993,750 was placed in the Trust Account. We incurred $17,874,801 in transaction costs, including $6,325,000 of underwriting fees, $11,068,750 of deferred underwriting fees and $481,051 of other offering costs.

For the nine months ended September 30, 2021, cash used in operating activities was $968,390. Net income of $657,461 was affected by a change in the fair value of warrant liabilities of $6,509,908, interest earned on marketable securities held in Trust Account of $52,237, and changes in operating assets and liabilities, which provided $4,936,294 of cash from operating activities.

As of September 30, 2021, we had cash and investments held in the Trust Account of $321,019,295. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our Business Combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2021, we had $184,877 of cash held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our 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 $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.

We may need to raise additional capital through loans or additional investments from the Sponsor or our stockholders, officers, directors, or third parties. Our officers and directors and the Sponsor may but are not obligated to loan us funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by December 10, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 10, 2022.

Sheet Arrangements

off-balance

off-balance

off-balance

non-financial

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support services. We began incurring these fees on December 7, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $11,068,750 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

 

18

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. We account for the warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations.

We account for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of our balance sheets.

two-class

470-20)”

815-40):

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

12b-2

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2021. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.

 

19

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We designed and implemented remediation measures to address the material weakness previously identified and enhance our internal control over financial reporting. In light of the material weakness, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The foregoing actions, which we believe remediated the material weakness in internal control over financial reporting, were completed as of the date of June 30, 2021 and such material weakness was remediated as of September 30, 2021.

 

20

On May 28, 2021, Jeffery Cooper, a purported stockholder of Mudrick Capital Acquisition Corp. II (“MUDS”), filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned Jeffery Cooper v. Mudrick Capital Acquisition Corp. II., et al., against MUDS and the MUDS Board (the “Cooper Complaint”). The Cooper Complaint asserted a breach of fiduciary duty claim against the individual defendants and an aiding and abetting claim against MUDS in connection with the proposed transaction between MUDS and Topps. The Cooper Complaint alleged, among other things, that (i) defendants agreed to inadequate consideration in connection with the proposed transaction, and (ii) the proxy statement filed with the SEC on May 13, 2021 in connection with the proposed transaction was materially misleading. The Cooper Complaint sought, among other things, to enjoin the proposed transaction, rescind the transaction or award rescissory damages, and an award of attorneys’ fees and expenses. The Cooper Complaint was voluntarily dismissed on September 10, 2021.

On August 10, 2021, Lawrence Bass, a purported stockholder of MUDS, filed a putative class action complaint in the Delaware Court of Chancery against MUDS and the MUDS Board, alleging that (i) defendants violated Section 242(b)(2) of the DGCL by denying holders of MUDS’s Class A common stock a separate class vote on the proposal to amend MUDS’s charter in connection with the proposed transaction between MUDS and Topps (the “Charter Proposal”), and (ii) the MUDS Board breached its fiduciary duties as a result of the alleged DGCL violation and the related filing of an allegedly misleading and incomplete definitive proxy statement insofar as it described the vote to effectuate the Charter Proposal (the “Bass Complaint”). Simultaneously, Mr. Bass also filed (i) a motion to expedite and (ii) a motion for preliminary injunction, which sought to prevent the MUDS Board from conducting the vote on the Charter Proposal. On August 16, 2021, the Bass Complaint was voluntarily dismissed, and the motions to expedite and for preliminary injunction were withdrawn.

Form 10-K.

Form 10-K/A

None.

None.

Not Applicable.

None.

 

21

Form 10-Q.

 

 

 

22

				MUDRICK CAPITAL ACQUISITION CORPORATION II
Date: November 10, 2021				By:		/s/ Jason Mudrick
				Name:		Jason Mudrick
				Title:		Chief Executive Officer and Chairman
						(Principal Executive Officer)
Date: November 10, 2021				By:		/s/ Glenn Springer
				Name:		Glenn Springer
				Title:		Chief Financial Officer
						(Principal Accounting and Financial Officer)