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)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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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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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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Page
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1
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1
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1
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2
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3
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4
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5
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15 | |
18 | |
18 | |
20 | |
20 | |
20 | |
20 | |
20 | |
20 | |
20 | |
21 |
June 30,
2021
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December 31, 2020
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(unaudited)
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(audited)
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Assets:
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Current assets:
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Cash
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$
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$
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Prepaid Expenses
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Total current assets
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Deferred offering costs
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Cash and securities held in Trust Account
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Other non-current assets
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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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Current liabilities:
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Accrued offering costs and expenses
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$
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$
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Due to related party
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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 (See Note 6) | ||||||||
Class A Common Stock subject to possible redemption,
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Stockholders’ 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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Class L common stock, $
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Additional paid-in capital
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Retained earnings (accumulated deficit)
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(
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)
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Total stockholders’ equity
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Total Liabilities and Stockholders’ Equity
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$
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$
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For the three
months ended
June 30, 2021
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For the six
months ended
June 30, 2021
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Formation and operating costs
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$
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$
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Loss from Operations
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(
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)
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(
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)
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Other income (loss):
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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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Change in fair value of warrant liability
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(
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)
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Total other income (loss)
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(
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)
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Net income (loss)
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$
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(
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)
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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, Non-redeemable common stock
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Basic and diluted net (loss) income per share, Non-redeemable common stock
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$
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(
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)
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$
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Class A
Common stock
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Class B
Common stock
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Class L
Common stock
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Additional
Paid-in
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Retained
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Total
Stockholder’s
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Shares
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Amount
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Shares
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Amount
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Shares
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Amount
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Capital
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Earnings
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Equity
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Balance as of January 1,
2021
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$
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$
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$
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$
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$
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(
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)
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$
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Sale of 28,750,000 Units, net of underwriting discount and offering expenses
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—
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—
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Sale of
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—
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—
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—
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Initial classification of warrant liability
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—
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—
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—
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(
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)
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(
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)
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Net income
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—
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—
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—
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Class A common stock subject to possible redemption
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(
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)
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(
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)
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—
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—
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(
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)
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(
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)
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Balance as of March 31,
2021 (unaudited)
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$
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$
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$
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$
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$
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$
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Net income
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—
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—
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—
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(
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(
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Change in Class A
common stock subject
to possible redemption
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—
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—
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Balance as of June 30,
2021 (unaudited)
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$
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$
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$
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$
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$
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$
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Cash flows from operating activities:
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Net income
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$
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Adjustments to reconcile net income to net cash used in operating activities:
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Interest earned on marketable securities held in Trust Account
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(
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)
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Offering costs allocated to warrants
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Change in fair value of warrant liability
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(
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)
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Changes in operating assets and liabilities:
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Prepaid expenses
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(
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)
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Other non-current assets |
( |
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Accrued expenses
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Due to related parties |
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Net cash used in operating activities
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(
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Cash Flows from Investing Activities:
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Investment of cash in Trust Account
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(
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)
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Net cash used in investing activities
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(
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Cash Flows from Financing Activities:
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Proceeds from sale of Units, net of underwriting discount
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Proceeds from issuance of Private Placement Warrants
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Proceeds from promissory note – related party
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Repayment of promissory note – related party
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(
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Payment of 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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$
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Supplemental disclosure of non-cash financing activities:
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Initial classification of common stock subject to possible redemption
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$
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Change in common stock subject to possible redemption | $ | ( |
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Initial classification of warrant liability
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$
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Deferred underwriters’ discount payable charged to additional paid-in capital
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$
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For the Three
Months Ended
June 30, 2021
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For the Six
Months Ended
June 30, 2021
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Redeemable Class A Common Stock
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Numerator: Earnings allocable to Redeemable Class A
Common Stock
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Interest earned on cash and marketable securities
held in Trust Account
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$
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$
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Less: Income attributable to Non-Redeemable shares
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(
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(
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Net income allocable to shares subject to possible
redemption
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$
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$
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Denominator: Weighted Average Redeemable Class A
Common Stock
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Basic and diluted weighted average shares outstanding
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Basic and diluted net income per share
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$
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$
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Non-Redeemable Class A and Class B Common Stock
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Numerator: Net Income minus Net Earnings
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Net (loss) income
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$
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(
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$
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Less: Income attributable to common stock subject to
possible redemption
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(
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(
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Adjusted net income
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$
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(
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)
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$
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Denominator: Weighted Average Non-Redeemable Class A
and Class B Common Stock
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Basic and diluted weighted average shares outstanding
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Basic and diluted net income per common share
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$
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(
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)
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$
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● |
in whole and not in part;
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at a price of $
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upon not less than
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if, and only if, the last reported sale price of the Class A common stock for any
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in whole and not in part;
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at $
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if, and only if, the Reference Value equals or exceeds $
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if the Reference Value is less than $
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Level 1 —
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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.
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Level 2 —
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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.
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Level 3 —
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Valuations based on inputs that are unobservable and significant to the
overall fair value measurement.
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June 30,
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Quoted
Prices In
Active
Markets
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Significant
Other
Observable
Inputs
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Significant
Other
Unobservable
Inputs
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2021
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(Level 1)
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(Level 2)
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(Level 3)
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Assets:
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U.S. Money Market held in Trust Account
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$
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$
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$
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$
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Liabilities:
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Public Warrants Liability
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$
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$ |
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$ |
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$
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Private Placement Warrants Liability
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$
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$
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$
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$
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Inputs
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(Initial Measurement)
February 23, 2021
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Risk-free interest rate
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%
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Expected term remaining (years)
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Expected term until Merger (years)
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Estimated probability of successful Merger
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%
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Expected volatility Pre-Merger
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%
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Expected volatility Post-Merger
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%
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Implied Stock price
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$
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Exercise price
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$
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk.
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Item 4. |
Controls and Procedures.
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Exhibit
Number
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Description
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Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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* |
Filed herewith.
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** |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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By:
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/s/ Thomas J. Milani
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Name:
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Thomas J. Milani
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Title:
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Chief Financial Officer
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