| | Page |
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| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 1 | |
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| PART I | 5 | |
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| Item 1. | Business | 5 |
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| Item 1A. | Risk Factors | 26 |
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| Item 1B. | Unresolved Staff Comments | 62 |
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| Item 2. | Properties | 62 |
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| Item 3. | Legal Proceedings | 63 |
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| Item 4. | Mine Safety Disclosures | 63 |
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| PART II | 64 | |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 64 |
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| Item 6. | Selected Financial Data | 65 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 66 |
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| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 70 |
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| Item 8. | Financial Statements and Supplementary Data | 70 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 70 |
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| Item 9A. | Controls and Procedures | 70 |
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| Item 9B. | Other Information | 71 |
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| Item 9C. | Disclosures Regarding Foreign Jurisdictions that Prevent Inspections | 71 |
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| PART III | 72 | |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 72 |
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| Item 11. | Executive Compensation | 81 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 81 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 83 |
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| Item 14. | Principal Accountant Fees and Services | 85 |
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| PART IV | 86 | |
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| Item 15. | Exhibits, Financial Statement Schedules | 86 |
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| SIGNATURES | 89 | |
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| INDEX TO FINANCIAL STATEMENTS | 90 | |
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CERTAIN TERMS
Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), references to:
| ● | “amended and restated memorandum and article of association” are to the amended and restated memorandum and articles of association that the company adopted prior to the consummation of its initial public offering; |
| ● | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
| ● | “Founders” are to Barry S. Sternlicht, Andrew Klaber and Matthew Walters; |
| ● | “founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
| ● | “initial public offering” are to our initial public offering consummated on February 4, 2021; |
| ● | “management” or our “management team” are to our executive officers and directors; |
| ● | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
| ● | “private placement warrants” are to the warrants initially issued to our sponsor in a private placement simultaneously with the closing of our initial public offering consummated on February 4, 2021 and upon conversion of working capital loans, if any; |
| ● | “public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public or thereafter in the open market); |
| ● | “public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
| ● | “sponsor” are to Mustang Sponsor LLC, a Delaware limited liability company; |
| ● | “Termination Date” are to the date by which we have to consummate a business combination |
| ● | “trust account” are to a U.S. based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee; |
| ● | “U.S. Holder” are to a beneficial owner of units, Class A ordinary shares or warrants that is for U.S. federal income tax purposes (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect under applicable U.S. Treasury regulations a valid election to be treated as a U.S. person; and |
| ● | “we,” “Jaws,” “us,” “our,” “company” or “our company” are to JAWS Mustang Acquisition Corporation, a Cayman Islands exempted company. |
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