QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
4 | ||||||
Item 1. |
4 | |||||
4 | ||||||
5 | ||||||
6 | ||||||
7 | ||||||
8 | ||||||
Item 2. |
24 | |||||
Item 3. |
28 | |||||
Item 4. |
28 | |||||
29 | ||||||
Item 1. |
29 | |||||
Item 1A. |
29 | |||||
Item 2. |
30 | |||||
Item 3. |
31 | |||||
Item 4. |
31 | |||||
Item 5. |
31 | |||||
Item 6. |
31 | |||||
32 |
September 30, 2021 |
December 31, 2020 |
|||||||
(unaudited) |
||||||||
Assets |
||||||||
Current asset – cash |
$ | $ | ||||||
Prepaid expenses |
— | |||||||
Deferred offering costs |
— | |||||||
Total current assets |
||||||||
Prepaid expenses, non-current |
— | |||||||
Cash and securities held in Trust Account |
— | |||||||
Total Assets |
$ | $ | ||||||
Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
||||||||
Current Liabilities: |
||||||||
Accrued offering costs and expenses |
$ | $ | ||||||
Due to related party |
— | |||||||
Promissory note - related party |
||||||||
Total current liabilities |
||||||||
Deferred underwriting discount |
— | |||||||
Total liabilities |
||||||||
Commitments |
||||||||
Common Stock subject to possible redemption, |
— | |||||||
Stockholders’ Equity (Deficit): |
||||||||
Preferred stock, $ |
||||||||
Common stock, $ |
||||||||
Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Stockholders’ Equity (Deficit) |
( |
) | ||||||
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ | $ | ||||||
For the Three Months Ended September 30, 2021 |
For the Nine Months Ended September 30, 2021 |
|||||||
Formation and operating costs |
$ | $ | ||||||
Loss from operations |
( |
) | ( |
) | ||||
Other income: |
||||||||
Trust interest income |
||||||||
Total other income |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Basic and diluted weighted average shares outstanding, common stock |
||||||||
Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | ||
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholder’s Equity (Deficit) |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance as of December 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
Sale of |
— | — | ||||||||||||||||||
Common stock subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | ||||||||||||
Sale of |
— | — | — | |||||||||||||||||
Subsequent remeasurement under ASC 480-10-S99 |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance as of March 31, 2021, as restated |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | |||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance as of June 30, 2021, as restated |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | |||||||||||
Offering costs charged to additional paid-in capital |
— | — | ( |
) | — | ( |
) | |||||||||||||
Reduce negative additional paid-in capital to zero |
— | — | ( |
) | — | |||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance as of September 30, 2021 |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | |||||||||||
For the Nine Months Ended September 30, 2021 |
||||
Cash flows from operating activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
||||
Interest earned on cash and marketable securities held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued offering costs and expenses |
||||
Due to related party |
||||
Net cash used in operating activities |
( |
) | ||
Cash flows from investing activities: |
||||
Investment held in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash flows from financing activities: |
||||
Proceeds from Initial Public Offering, net of underwriters’ fees |
||||
Proceeds from private placement |
||||
Payments of offering costs |
( |
) | ||
Net cash provided by financing activities |
||||
Net change in cash |
||||
Cash, beginning of the period |
||||
Cash, end of the period |
$ | |||
Supplemental disclosure of noncash investing and financing activities: |
||||
Deferred underwriting commissions charged to additional paid-in capital |
$ | |||
Initial value of common stock subject to possible redemption |
$ | |||
Deferred offering costs paid by Sponsor loan |
$ | |||
Unaudited Balance Sheet as of March 31, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Common stock |
( |
) |
||||||||||
Additional paid-in capital |
( |
) |
||||||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Number of shares subject to redemption |
Unaudited Statement of Operations for the three months ended March 31, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption |
||||||||||||
Basic and diluted net loss per share |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Basic and diluted weighted average shares outstanding, common stock |
( |
) |
||||||||||
Basic and diluted net loss per share |
$ |
( |
) |
$ |
$ |
( |
) |
Unaudited Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Sale of |
$ |
$ |
( |
) |
$ |
|||||||
Change in common stock subject to possible redemption |
( |
) |
— |
|||||||||
Common stock subject to possible redemption |
— |
( |
) |
( |
) | |||||||
Sale of |
— |
|||||||||||
Subsequent remeasurement under ASC 480-10-S99 |
$ |
— |
$ |
( |
) |
$ |
( |
) |
Unaudited Statement of Cash Flows for the three months ended March 31, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Initial value of common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Change in value of common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
— |
Unaudited Balance Sheet as of June 30, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Common stock |
( |
) |
||||||||||
Additional paid-in capital |
( |
) |
— |
|||||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Number of shares subject to redemption |
Unaudited Statement of Operations for the three months ended June 30, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption |
||||||||||||
Basic and diluted net loss per share |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Basic and diluted weighted average shares outstanding, common stock |
( |
) |
||||||||||
Basic and diluted net loss per share |
$ |
( |
) |
$ |
$ |
( |
) |
Unaudited Statement of Operations for the six months ended June 30, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption |
||||||||||||
Basic and diluted net loss per share |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Basic and diluted weighted average shares outstanding, common stock |
( |
) |
||||||||||
Basic and diluted net loss per share |
$ |
( |
) |
$ |
$ |
( |
) |
Unaudited Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended June 30, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Change in common stock subject to possible redemption |
( |
) |
Unaudited Statement of Changes in Stockholders’ Equity (Deficit) for the six months ended June 30, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Sale of |
$ |
$ |
( |
) |
$ |
|||||||
Change in common stock subject to possible redemption |
( |
) |
— |
|||||||||
Common stock subject to possible redemption |
— |
( |
) |
( |
) | |||||||
Sale of |
— |
|||||||||||
Subsequent remeasurement under ASC 480-10-S99 |
$ |
— |
$ |
( |
) |
$ |
( |
) |
Unaudited Statement of Cash Flows for the six months ended June 30, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Initial value of common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Change in value of common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
— |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
September 30, 2021 |
Quoted Prices In Active Markets (Level 1) |
Quoted Prices In Active Markets (Level 1) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
U.S. Money Market held in Trust Account |
$ | $ | $ | — | $ | |||||||||||
U.S. Treasury Securities |
— | |||||||||||||||
$ | $ | $ | — | $ | ||||||||||||
For the three months ended September 30, 2021 |
Redeemable |
Non-Redeemable |
||||||
Allocation of net loss including shares of common stock subject to possible redemption |
$ | ( |
) | $ | ( |
) | ||
Weighted Average redeemable common stock outstanding |
||||||||
Basic and Diluted net loss per share of common stock |
$ | ( |
) | $ | ( |
) |
For the nine months ended September 30, 2021 |
Redeemable |
Non-Redeemable |
||||||
Allocation of net loss including shares of common stock subject to possible redemption |
$ | ( |
) | $ | ( |
) | ||
Weighted Average redeemable common stock outstanding |
||||||||
Basic and Diluted net loss per share of common stock |
$ | ( |
) | $ | ( |
) |
Gross proceeds from public issuance |
$ | |||
Less: |
||||
Proceeds allocated to public warrants |
— | |||
Shares of the common stock issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Contingently redeemable common stock |
$ | |||
|
|
Carrying Value/Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value as of September 30, 2021 |
|||||||||||||
U.S. Money Market |
$ | $ | $ | $ | ||||||||||||
U.S. Treasury Securities |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | $ | $ | ( |
) | $ | |||||||||||
|
|
|
|
|
|
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported last sale price of the common stock equals or exceeds $ |
• | may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present management team; |
• | may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our common stock and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants; |
• | restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and |
• | other purposes and other disadvantages compared to our competitors who have less debt. |
* | Filed herewith. |
Adit EdTech Acquisition Corp. | ||
Dated: December 23, 2021 | /s/ David L. Shrier | |
David L. Shrier Chief Executive Officer and Chairman (Principal Executive Officer) | ||
Dated: December 23, 2021 | /s/ John J. D’Agostino | |
John J. D’Agostino Chief Financial Officer (Principal Financial Officer and Accounting Officer) |