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
|
||
|
|
|
||
|
|
|
||
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
||
|
☒
|
Smaller reporting company
|
|
||
Emerging growth company
|
|
Page
|
|||
Part I. Financial Information
|
|||
1
|
|||
1 | |||
2 | |||
3 | |||
4 | |||
5 | |||
16
|
|||
|
19
|
||
|
20 | ||
Part II. Other Information
|
|||
20
|
|||
20
|
|||
|
20
|
||
20
|
|||
21
|
|||
21
|
|||
21
|
|||
22
|
June 30,
2021
|
December 31, 2020
|
|||||||
(unaudited)
|
||||||||
Assets:
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid Expenses
|
|
|
||||||
Total current assets
|
|
|
||||||
Deferred offering costs associated with initial public offering
|
|
|
||||||
Cash and Investments held in Trust Account
|
|
|
||||||
Total Assets
|
$
|
|
$
|
|
||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accrued offering costs and expenses
|
$
|
|
$
|
|
||||
Due to related party
|
|
|
||||||
Promissory note – related party
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Deferred underwriting fee
|
|
|
||||||
Warrant liability
|
|
|
||||||
Total liabilities
|
|
|
||||||
Commitments
|
|
|||||||
Class A Common Stock subject to possible redemption,
|
|
|
||||||
Stockholders’ Equity:
|
||||||||
Preferred stock, $
|
|
|
||||||
Class A common stock, $
|
|
|
||||||
Class B common stock, $
|
|
|||||||
Additional paid-in capital
|
|
|
||||||
Retained earnings (accumulated deficit)
|
|
(
|
)
|
|||||
Total stockholders’ equity
|
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
$
|
|
$
|
|
For the Three
Months Ended
June 30, 2021
|
For the Six
Months Ended
June 30, 2021
|
|||||||
Formation and operating costs
|
$
|
|
$
|
|
||||
Loss from Operations
|
(
|
)
|
(
|
)
|
||||
Other income (expense):
|
||||||||
Interest earned on cash and marketable securities held in Trust Account
|
|
|
||||||
Offering costs allocated to warrants
|
|
(
|
)
|
|||||
Change in fair value of warrant liability
|
|
|
||||||
Total other income, net
|
|
|
||||||
Net income
|
$
|
|
$
|
|
||||
Weighted average shares outstanding of Class A common stock
|
|
|
||||||
Basic and diluted net income per share, Class A common stock
|
$
|
|
$
|
|
||||
Weighted average shares outstanding of Class B common stock
|
|
|
||||||
Basic net income per share, Class B common stock
|
$
|
|
$
|
|
||||
Diluted weighted average shares outstanding of Class B common stock
|
|
|
||||||
Diluted net income per share, Class B common stock
|
$
|
|
$
|
|
Class A
|
Class B
|
Additional
|
Retained
Earnings
|
Total
|
||||||||||||||||||||||||
Common stock
|
Common stock
|
Paid-in
|
(Accumulated
|
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit)
|
Equity
|
||||||||||||||||||||||
Balance as of January 1, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Sale of
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Class A Common stock subject to possible redemption
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||
Net loss
|
—
|
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Balance as of March 31, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Class A Common stock subject to possible redemption
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||
Net income
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance as of June 30, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Cash flows from operating activities:
|
||||
Net income
|
$
|
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Interest earned on marketable securities held in Trust Account
|
(
|
)
|
||
Offering costs allocated to warrants
|
|
|||
Change in fair value of warrant liability
|
(
|
)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid assets
|
(
|
)
|
||
Due to related party
|
|
|||
Accrued offering costs and expenses
|
|
|||
Net cash used in operating activities
|
(
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(
|
)
|
||
Net cash used in investing activities
|
(
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discount
|
|
|||
Proceeds from issuance of Private Placement Warrants
|
|
|||
Repayment of promissory note – related party
|
(
|
)
|
||
Payment of offering costs
|
(
|
)
|
||
Net cash provided by financing activities
|
|
|||
Net change in cash
|
|
|||
Cash, beginning of period
|
|
|||
Cash, end of the period
|
$
|
|
||
Supplemental disclosure of cash flow information:
|
||||
Initial value of Class A common stock subject to possible redemption
|
$
|
|
||
Change in Class A common stock subject to possible redemption
|
$
|
|
||
Deferred underwriters’ discount payable charged to additional paid-in capital
|
$
|
|
Three Months
Ended
June 30,
2021
|
Six Months
Ended
June 30,
2021
|
|||||||
Net Income per share for Class A common stock:
|
||||||||
Interest income earned on securities held in the Trust Account
|
$
|
|
$
|
|
||||
Less: Interest income available to the Company for taxes
|
(
|
)
|
(
|
)
|
||||
Adjusted net income
|
$
|
|
$
|
|
||||
Weighted average shares outstanding of Class A common stock | ||||||||
Basic and diluted net income per share, Class A common stock
|
$
|
|
$
|
|
||||
Net Income per share for Class B common stock:
|
||||||||
Net income
|
$
|
|
$
|
|
||||
Less: Income attributable to Class A common stock | ||||||||
Adjusted net income
|
$
|
|
$
|
|
||||
Basic weighted average shares outstanding of Class B common stock | ||||||||
Basic net income per share, Class B common stock
|
$
|
|
$
|
|
||||
Diluted weighted average shares outstanding of Class B common stock | ||||||||
Diluted net income per share, Class B common stock
|
$
|
|
$
|
|
Level 1 —
|
Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation
adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of
judgment.
|
Level 2 —
|
Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for
identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
|
Level 3 —
|
Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
|
● |
in whole and not in part;
|
● |
at a price of $
|
● |
upon not less than
|
● |
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $
|
● |
in whole and not in part;
|
● |
at a price of $
|
● |
upon a minimum of
|
● |
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $
|
● |
if the last reported sale price of the Class A common stock for any
|
June 30
|
Quoted
Prices In Active Markets |
Significant
Other Observable Inputs |
Significant
Other Unobservable Inputs |
|||||||||||||
2021
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Public Warrants Liability
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Private Placement Warrants Liability
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
Warrant Liability
|
||||
Fair value at January 1, 2021
|
$
|
|
||
Initial classification of Public and Private Warrant liability at February 19, 2021
|
|
|||
Change in fair value
|
|
|||
Fair value at March 31, 2021
|
$
|
|
||
Change in fair value
|
(
|
)
|
||
Transfer of Public Warrant liability to Level 1
|
(
|
)
|
||
Fair Value at June 30, 2021
|
$
|
|
Inputs
|
||||
Risk-free interest rate
|
|
%
|
||
Expected remaining term (years)
|
|
|||
Expected volatility
|
|
%
|
||
Stock price
|
$
|
|
Carrying
Value as of June 30, 2021 |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Fair Value
as of June 30, 2021 |
|||||||||||||
U.S. Money Market
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
U.S. Treasury Securities
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
Exhibit
|
Description
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Principal Executive Officers and Principal Financial Officer Pursuant to U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS*
|
XBRL Instance Document
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
SPORTSTEK ACQUISITION CORP.
|
||
Date: August 12, 2021
|
||
By:
|
/s/ Jeffrey Lunhow |
|
Name: Jeffrey Luhnow
|
||
|
Title: Chair and Co-Chief Executive Officer
|
|
By:
|
/s/ C. Tavo Hellmund |
|
Name: C. Tavo Hellmund
|
|
|
Title: Co-Chief Executive Officer
|
|
By:
|
/s/ Timothy W. Clark |
|
Name: Timothy W. Clark
|
|
|
|
Title: Chief Financial Officer and Chief Operating Officer
|