QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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The
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The
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The
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Large accelerated filer
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☐ |
Accelerated filer
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☐ |
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☒ |
Smaller reporting company
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Emerging growth company
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Page | |
1
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1 | |
1 | |
2 | |
3 | |
4 | |
5 | |
18 |
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21 |
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22 |
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23 | |
23 | |
23 | |
23 | |
23 | |
23 | |
23 | |
23 | |
24 |
ITEM 1. |
INTERIM FINANCIAL STATEMENTS
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September 30,
2021
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December 31,
2020
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|||||||
(Unaudited)
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||||||||
Assets:
|
||||||||
Cash
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$
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$
|
|
||||
Prepaid Expenses
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|
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||||||
Total current assets
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||||||
Prepaid expenses – non-current portion | ||||||||
Deferred offering costs
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||||||
Cash and securities held in Trust Account
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||||||
Total Assets
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$
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$
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||||
Liabilities and Stockholders’ Equity
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||||||||
Accrued offering costs and expenses
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$
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$
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||||
Promissory note - related party
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|
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||||||
Total current liabilities
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||||||
Deferred underwriting fee
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||||||
Warrant liability
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Total liabilities
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Commitments and Contingencies
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||||||||
Common stock subject to possible redemption,
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||||||
Stockholders’ (Deficit) Equity:
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||||||||
Preferred stock, $
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|
|
||||||
Class A common stock, $
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|
|
||||||
Class B common stock, $
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||||||
Additional paid-in capital
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|
|
||||||
Accumulated deficit
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(
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)
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(
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)
|
||||
Total stockholders’ (deficit) equity
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(
|
)
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|
|||||
Total Liabilities and Stockholders’ (Deficit) Equity
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$
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|
$
|
|
(1) |
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For the Three
Months Ended
September 30,
2021
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For the Nine
Months Ended
September 30,
2021
|
||||||
|
||||||||
Operating costs
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$
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|
$
|
|
||||
Loss from Operations
|
(
|
)
|
(
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)
|
||||
|
||||||||
Other income (expense):
|
||||||||
Interest earned on cash and marketable securities held in Trust Account
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|
|
||||||
Offering costs allocated to warrants
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(
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)
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|||||
Excess of fair value over cash received for private placement warrants
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(
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)
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|||||
Change in fair value of warrant liability
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|
|
||||||
Total other income
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|
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||||||
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||||||||
Net income
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$
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|
$
|
|
||||
Weighted average shares outstanding, Class A common stock subject to possible redemption
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||||||||
Basic and diluted net income per share, Class A common stock subject to possible redemption
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$ | $ |
||||||
Weighted average shares outstanding, Class B common stock
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||||||||
Basic and diluted net income per share, Class B common stock
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$ | $ |
Class A
Common stock
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Class B
Common stock
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Additional
Paid-in
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Accumulated |
Total
Stockholder’s
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||||||||||||||||||||||||
Stock
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Amount
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Stock
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Amount
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Capital
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Deficit
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Equity (Deficit)
|
||||||||||||||||||||||
Balance as of January 1, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
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(
|
)
|
$
|
|
|||||||||||||||
Net income
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-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Accretion of common stock subject to possible redemption (Restated)
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-
|
-
|
-
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-
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(
|
)
|
(
|
)
|
(
|
)
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||||||||||||||||||
Balance as of March 31, 2021
(unaudited) (Restated)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Net loss | - | - | ( |
) | ( |
) | ||||||||||||||||||||||
Balance as of June 30, 2021 (unaudited) (Restated)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
Net income
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Balance as of September 30,2021 (unaudited)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
For the nine months
ended September 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
|
|
|||
Excess of fair value over cash received for private placement warrants
|
|
|||
Change in fair value of warrant liability
|
(
|
)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid assets
|
(
|
)
|
||
Accrued 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 discounts
|
|
|||
Proceeds from sale of Private Warrants
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|
|||
Proceeds from issuance of promissory note to Sponsor
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|
|||
Payments on promissory issued to Sponsor
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(
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)
|
||
Payment of deferred offering costs
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(
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)
|
||
Net cash provided by financing activities
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|
|||
Net change in cash
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|
|||
Cash, beginning of period
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|
|||
Cash, end of the period
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$
|
|
||
Supplemental disclosure of cash flow information:
|
||||
Accretion of Class A stock subject to redemption |
||||
Deferred underwriters’ discount payable charged to additional paid-in capital
|
|
|||
Initial classification of warrant liability
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As Previously
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Restatement
|
|||||||||||
Reported
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Adjustment
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As Restated
|
||||||||||
Balance Sheet as of February 9, 2021 (as revised in footnote 2 of form 10Q filed on May 25, 2021)
|
||||||||||||
Common stock subject to possible redemption at redemption value
|
$
|
|
$
|
|
$
|
|
||||||
Stockholders’ equity (deficit)
|
||||||||||||
Class A common stock - $
|
|
(
|
)
|
|
||||||||
Class B common stock - $
|
|
|
|
|||||||||
Additional paid-in capital
|
|
(
|
)
|
|
||||||||
(Accumulated Deficit)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Total stockholders’ equity (deficit)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Shares subject to possible redemption
|
|
|
|
|||||||||
Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 25, 2021)
|
||||||||||||
Common stock subject to possible redemption at redemption value
|
$
|
|
$
|
|
$
|
|
||||||
Stockholders’ equity (deficit)
|
||||||||||||
Class A common stock - $
|
|
(
|
)
|
|
||||||||
Class B common stock - $
|
|
|
|
|||||||||
Additional paid-in capital
|
|
|
|
|||||||||
Retained Earnings (Accumulated Deficit)
|
|
(
|
)
|
(
|
)
|
|||||||
Total stockholders’ equity (deficit)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Shares subject to possible redemption
|
|
|
|
Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 20, 2021)
|
||||||||||||
Common stock subject to possible redemption at redemption value
|
$
|
|
$
|
|
$
|
|
||||||
Stockholders’ equity (deficit)
|
||||||||||||
Class A common stock - $
|
|
(
|
)
|
|
||||||||
Class B common stock - $
|
|
|
|
|||||||||
Additional paid-in-capital
|
|
(
|
)
|
|
||||||||
Retained Earnings (Accumulated Deficit)
|
|
(
|
)
|
(
|
)
|
|||||||
Total stockholders’ equity (deficit)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Shares subject to possible redemption
|
|
|
|
Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 (per form 10-Q filed on
May 25, 2021)
|
||||||||||||
Sale of
|
||||||||||||
Class A Common stock - Shares
|
|
(
|
)
|
|
||||||||
Class A Common stock - Amount
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Additional Paid-in-Capital
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Total Stockholder’s Equity
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Class A common stock subject to possible redemption
|
||||||||||||
Class A Common stock - Shares
|
(
|
)
|
|
|
||||||||
Class A Common stock - Amount
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
Additional Paid-in-Capital
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
Total Stockholder’s Equity
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
Accretion of Class A common stock subject to possible redemption
|
||||||||||||
Additional Paid-in-Capital
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Retained Earnings
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Total Stockholder’s Equity
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Statement of Changes in Stockholders’ Equity for the three and six months ended June 30, 2021 (per form 10-Q
filed on August 20, 2021)
|
||||||||||||
Period from January 1, 2021 to March 31, 2021
|
||||||||||||
Sale of
|
||||||||||||
Class A Common stock - Shares
|
|
(
|
)
|
|
||||||||
Class A Common stock - Amount
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Additional Paid-in-Capital
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Total Stockholder’s Equity
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Class A common stock subject to possible redemption
|
||||||||||||
Class A Common stock - Shares
|
(
|
)
|
|
|
||||||||
Class A Common stock - Amount
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
Additional Paid-in-Capital
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
Total Stockholder’s Equity
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
Accretion of Class A common stock subject to possible redemption
|
||||||||||||
Additional Paid-in-Capital
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Retained Earnings
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Total Stockholder’s Equity
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Period from April 1, 2021 to June 30, 2021
|
||||||||||||
Change in Class A common stock subject to possible redemption
|
||||||||||||
Class A Common stock - Shares
|
|
(
|
)
|
|
||||||||
Class A Common stock - Amount
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Additional Paid-in-Capital
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Total Stockholder’s Equity
|
$
|
|
$
|
(
|
)
|
$
|
|
Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on May 25, 2021)
|
||||||||||||
Weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
(
|
)
|
|
||||||||
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
$
|
|
$
|
|
$
|
|
||||||
Weighted average shares outstanding, non-redeemable common stock
|
|
(
|
)
|
|
||||||||
Basic and diluted net income per share, non-redeemable common stock
|
$
|
|
$
|
(
|
)
|
$
|
|
Statement of Operations for the three months ended June 30, 2021 (per form 10-Q filed on August 20, 2021)
|
||||||||||||
Weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
|
|
|||||||||
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Weighted average shares outstanding, non-redeemable common stock
|
|
(
|
)
|
|
||||||||
Basic and diluted net income per share, non-redeemable common stock
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||
Statement of Operations for the six months ended June 30, 2021 (per form 10-Q filed on August 20, 2021)
|
||||||||||||
Weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
(
|
)
|
|
||||||||
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
$
|
|
$
|
|
$
|
|
||||||
Weighted average shares outstanding, non-redeemable common stock
|
|
(
|
)
|
|
||||||||
Basic and diluted net income per share, non-redeemable common stock
|
$
|
|
$
|
(
|
)
|
$
|
|
Statement of Cash Flows for the three months ended March 31, 2021 (per form 10-Q filed on May 25, 2021)
|
||||||||||||
Initial classification of common stock subject to possible redemption
|
$
|
|
$
|
|
$
|
|
||||||
Change in common stock subject to possible redemption
|
$
|
|
$
|
(
|
)
|
$
|
|
Statement of Cash Flows for the six months ended June 30, 2021 (per form 10-Q filed on August 20, 2021)
|
||||||||||||
Initial classification of common stock subject to possible redemption
|
$
|
|
$
|
|
$
|
|
||||||
Change in common stock subject to possible redemption
|
$
|
|
$
|
(
|
)
|
$
|
|
Gross Proceeds
|
$
|
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(
|
)
|
||
Class A common stock issuance costs
|
(
|
)
|
||
Plus:
|
||||
Accretion of carrying value to redemption value
|
|
|||
Class A common stock subject to possible redemption
|
$
|
|
For the Three
Months Ended
September 30, 2021
|
For the Nine
Months Ended
September 30, 2021
|
|||||||
Class A Common Stock
|
||||||||
Net income allocable to Class A common stock
|
$ |
|
$ |
|
||||
Basic and diluted weighted average shares outstanding
|
|
|
||||||
Basic and diluted net income per share
|
$
|
|
$
|
|
||||
Class B Common Stock
|
||||||||
Net income allocable to Class B common stock
|
$ |
|
$ |
|
||||
Basic and diluted weighted average shares outstanding
|
|
|
||||||
Basic and diluted net income per common share
|
$
|
|
$
|
|
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 for any
|
● |
in whole and not in part;
|
● |
at $
|
● |
if, and only if, the Reference Value equals or exceeds $
|
● |
if the Reference Value is less than $
|
September 30,
|
Quoted
Prices In
Active
Markets
|
Significant
Other
Observable
Inputs
|
Significant
Other
Unobservable
Inputs
|
|||||||||||||
2021
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
U.S. Money Market held in Trust Account
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Liabilities:
|
||||||||||||||||
Public Warrants Liability
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Private Placement Warrants Liability
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
Fair Value at January 1, 2021
|
$
|
|
||
Initial fair value of public and private warrants
|
|
|||
Change in fair value of public and private warrants
|
(
|
)
|
||
Public Warrants reclassified to Level 1
|
(
|
)
|
||
Fair Value of private warrants at March 31, 2021
|
|
|||
Change in fair value of private warrants
|
||||
Fair Value of private warrants at June 30, 2021 | $ | |||
Change in fair value of private warrants
|
( |
) | ||
Fair Value of private warrants at September 30, 2021 | $ |
Inputs
|
(Initial Measurement)
February 29, 2021
|
September 30, 2021
|
||||||
Risk-free interest rate
|
|
%
|
|
%
|
||||
Expected term remaining (years)
|
|
|
||||||
Expected volatility
|
|
%
|
|
%
|
||||
Stock price
|
$
|
|
$
|
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4. |
CONTROLS AND PROCEDURES
|
ITEM 1. |
LEGAL PROCEEDINGS.
|
ITEM 1A. |
RISK FACTORS.
|
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES.
|
ITEM 4. |
MINE SAFETY DISCLOSURES.
|
ITEM 5. |
OTHER INFORMATION.
|
ITEM 6. |
EXHIBITS.
|
No.
|
Description of Exhibit
|
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 Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS*
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
101.CAL*
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.SCH*
|
Inline XBRL Taxonomy Extension Schema Document
|
101.DEF*
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
Inline XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104*
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
*
|
Filed herewith.
|
**
|
Furnished.
|
Sustainable Development Acquisition I Corp.
|
||
Date: November 30, 2021
|
/s/ Nicole Neeman Brady
|
|
Name:
|
Nicole Neeman Brady
|
|
Title:
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
||
Date: November 30, 2021
|
/s/ Eric Techel
|
|
Name:
|
Eric Techel
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial and Principal Accounting Officer)
|