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) |
(Commission File Number) |
(IRS Employer Identification No.) |
40 S. Main Street , #2550 |
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(Address Of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-fifth of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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Item 1. |
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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Item 2. |
19 |
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Item 3. |
23 |
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Item 4. |
23 |
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Item 1. |
24 |
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Item 1A. |
24 |
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Item 2. |
25 |
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Item 3. |
25 |
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Item 4. |
25 |
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Item 5. |
25 |
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Item 6. |
26 |
Item 1. |
Condensed Financial Statements |
Assets: |
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Current assets: |
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Cash and cash equivalents |
$ | |||
Prepaid expenses |
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Total current assets |
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Investments held in Trust Account |
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Total Assets |
$ |
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Liabilities and Stockholders’ Equity: |
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Current liabilities: |
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Accounts payable |
$ | |||
Accrued expenses |
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Franchise tax payable |
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Total current liabilities |
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Deferred legal fees |
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Derivative warrant liabilities |
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Deferred underwriting commissions |
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Total Liabilities |
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Commitments and Contingencies |
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Class A common stock, $ |
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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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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
Total stockholders’ equity |
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Total Liabilities and Stockholders’ Equity |
$ |
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For the Three Months Ended June 30, 2021 |
For the P eriod fromJanuary 15, 2021 ( I nception) T hroughJune 30, 2021 |
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(unaudited) |
(unaudited) |
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General and administrative expenses |
$ | $ | ||||||
General and administrative expenses - related party |
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Franchise tax expense |
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Loss from operations |
( |
) | ( |
) | ||||
Other income (expense) |
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Change in fair value of derivative warrant liabilities |
( |
) | ( |
) | ||||
Offering costs - derivative warrant liabilities |
( |
) | ||||||
Loss on issuance of private placement warrants |
( |
) | ||||||
Interest income from investments held in Trust Account |
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Interest income from operating account |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
Weighted average shares outstanding of Class A redeemable common stock |
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Basic and diluted net income per share, Class A redeemable common stock |
$ | $ | ||||||
Weighted average shares outstanding of Class B redeemable common stock |
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Basic and diluted net loss per share, Class B redeemable common stock |
$ | ( |
) | $ | ( |
) | ||
Common Stock |
Total Stockholders’ Equity |
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Class A |
Class B |
Additional Paid-In Capital |
Accumulated Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance - January 15, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
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Issuance of Class B common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Sale of shares in initial public offering, less fair value of derivative warrant liabilities |
— | — | — | |||||||||||||||||||||||||
Offering costs |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Class A common stock subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | — | ( |
) | |||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance - March 31, 2021 (unaudited) |
( |
) |
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Class A common stock subject to possible redemption |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance - June 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Change in fair value of derivative warrant liabilities |
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Offering costs - derivative warrant liabilities |
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Loss on issuance of private placement warrants |
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Interest income from investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accounts payable |
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Accrued expenses |
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Franchise tax payable |
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Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities: |
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Cash deposited in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
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Proceeds from issuance of Class B common stock to Sponsor |
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Proceeds from note payable to related party |
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Repayment of note payable to related party |
( |
) | ||
Proceeds received from initial public offering |
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Proceeds received from private placement warrants |
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Offering costs paid |
( |
) | ||
Net cash provided by financing activities |
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Net increase in cash and cash equivalents |
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Cash and cash equivalents - beginning of the period |
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Cash and cash equivalents - end of the period |
$ |
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Supplemental disclosure of noncash activities: |
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Offering costs included in accounts payable |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Deferred legal fees |
$ | |||
Deferred underwriting commissions |
$ | |||
Initial value of Class A common stock subject to possible redemption |
$ | |||
Change in value of Class A 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. |
For the Three Months Ended June 30, 2021 |
For the P eriod fromJanuary 15, 2021 ( I nception) T hroughJune 30, 2021 |
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Class A common stock |
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Numerator: Income allocable to Class A common stock |
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Income from investments held in Trust Account |
$ | $ | ||||||
Less: Company’s portion available to be withdrawn to pay taxes |
( |
) | ( |
) | ||||
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Net income attributable to Class A common stock | $ |
$ |
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Denominator: Weighted average Class A common stock |
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Basic and diluted weighted average shares outstanding, Class A common stock |
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Basic and diluted net income per share, Class A common stock | $ |
$ |
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Class B common stock |
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Numerator: Net income (loss) minus net income allocable to Class A common stock |
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Net income (loss) |
$ | ( |
) | $ | ( |
) | ||
Net income allocable to Class A common stock |
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Net income (loss) attributable to Class B common stock | $ |
( |
) |
$ |
( |
) | ||
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Denominator: Weighted average Class B common stock |
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Basic and diluted weighted average shares outstanding, Class B common stock |
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Basic and diluted net loss per share, Class B common stock | $ |
( |
) |
$ |
( |
) | ||
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• |
in whole and not in part; |
• |
at a price of $ |
• |
upon a minimum of |
• |
if, and only if, the reported closing price (the “closing price”) of the Class A common has been at least $ |
• | in whole and not in part; |
• |
at $ |
• |
if, and only if, the closing price of Class A common stock equals or exceeds $ |
• |
if the reported closing price of Class A common stock for any 20 trading days within a 30-trading day period ending three business days prior to the date on which the Company sends notice of redemption to the warrant-holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account - Money market funds |
$ | $ | — | $ | — | |||||||
Liabilities: |
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Derivative warrant liabilities - Public warrants |
$ | $ | — | $ | — | |||||||
Derivative warrant liabilities - Private placement warrants |
$ | — | $ | — | $ |
Initial Fair Value |
March 31, 2021 |
June 30, 2021 | ||||
Exercise price |
$ |
$ |
$ | |||
Stock price |
$ |
$ |
$ | |||
Volatility |
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Term |
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Risk-free rate |
Derivative warrant liabilities at January 15, 2021 (inception) |
$ | |||
Issuance of Public and Private Warrants |
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Loss on issuance of Private Placement Warrants |
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Change in fair value of derivative warrant liabilities |
( |
) | ||
Derivative warrant liabilities at March 31, 2021 |
$ | |||
Transfer of Public Warrants to Level 1 |
( |
) | ||
Change in fair value of derivative warrant liabilities |
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Derivative warrant liabilities at June 30, 2021 |
$ | |||
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. |
* |
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. |
Dated: August 16, 2021 | LIVE OAK MOBILITY ACQUISITION CORP. | |||
By: | /s/ Richard J. Hendrix | |||
Name: | Richard J. Hendrix | |||
Title: | Chief Executive Officer |