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.) | |
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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 | ||
stock, $0.0001 par value, and one-half of one redeemable warrant |
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the units |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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PART I FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
2 |
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2 |
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3 |
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4 |
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5 |
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6 |
September 30, 2021 |
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Assets |
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Cash |
$ | |||
Prepaid expenses |
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Total Current Assets |
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Prepaid expenses – non-current portion |
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Cash held in trust account |
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Total Assets |
$ | |||
Liabilities and Stockholders’ Deficit |
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Accrued offering costs and expenses |
$ | |||
Due to related party |
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Total Current Liabilities |
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Deferred underwriting discount |
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Total Liabilities |
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Commitments |
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Class A Common Stock subject to possible redemption, |
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Stockholders’ Deficit |
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Preferred stock, $ |
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Class A Common Stock, $ |
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Class B Common Stock, $ shares authorized; |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Total Stockholders’ Deficit |
( |
) | ||
Total Liabilities and Stockholders’ Deficit |
$ | |||
For the Three Months ended September 30, 2021 |
For the period from January 14, 2021 (inception) to September 30, 2021 |
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Formation and operating costs |
$ | $ | ||||||
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Loss from operations |
( |
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Other Income |
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Interest earned from Trust Account |
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Total other income |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
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Basic and diluted weighted average shares outstanding, Class A redeemable shares |
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Basic and diluted net loss per share, Class A redeemable shares |
$ | ( |
) | $ | ( |
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Basic and diluted weighted average shares outstanding, non-redeemable shares |
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Basic and diluted net loss per non-redeemable share |
$ | ( |
) | $ | ( |
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Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
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Shares |
Amount |
Shares |
Amount |
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Balance as of January 14, 2021 (inception) |
$ | $ | $ | $ | $ |
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Issuance of Class B Common Stock to Sponsor |
— |
— |
— | |||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— | ( |
) | ( |
) | |||||||||||||||||||
Balance as of March 31, 2021 |
( |
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Net loss |
— |
— |
— |
— |
— |
— |
— |
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Balance as of June 30, 2021 |
( |
) |
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Subsequent measurement of Class A Common Stock subject to possible redemption, to redemption value (Notes 1 and 2) |
— |
— |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Sale of Private Placement Warrants in connection with Initial Public Offering and Over-allotment |
— | — | — | — | — | |||||||||||||||||||||||
Issuance of Representative Shares in connection with Initial Public Offering and Over-allotment |
— |
— |
— |
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Deferred Underwriters’ discount for Initial Public Offering and Over-allotment |
— |
— |
— |
— |
( |
) | — |
( |
) | |||||||||||||||||||
Other Offering costs |
— |
— |
— |
— |
( |
) | — |
( |
) | |||||||||||||||||||
Class B Common Stock forfeited |
— |
— |
( |
) | ( |
) | — |
— |
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Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance as of September 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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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Interest earned on cash and Treasury securities held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
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Increase in prepaid expenses |
( |
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Increase in due to related party |
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Increase in accrued offering costs and expenses |
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Net cash used in operating activities |
( |
) | ||
Cash flows from investing activities: |
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Investment of cash in trust account |
( |
) | ||
Net cash used in investing activities |
( |
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Cash flows from financing activities: |
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Proceeds from initial public offering |
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Proceeds from private placement |
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Proceeds from sale of common stock to Sponsor |
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Proceeds from issuance of promissory note to related party |
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Payment of promissory note to related party |
( |
) | ||
Payment of deferred offering costs |
( |
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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 the period, January 14, 2021 (inception) |
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Cash, end of period |
$ |
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Supplemental Disclosure of Non-Cash Activities: |
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Initial value of Class A Common Stock subject to redemption |
$ | |||
Deferred underwriters discount payable |
$ | |||
Subsequent measurement of Class A Common stock subject to possible redemption, to redemption value |
$ |
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Issuance of Representative Shares |
$ |
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Accrued deferred offering cost |
$ | |||
As Previously Reported |
Restatement Adjustment |
As Restated |
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Balance Sheet as of August 9, 2021 |
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Class A C ommon S tock, $ |
$ | $ | $ | |||||||||
Stockholders’ Equity (Deficit) |
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Preferred stock - $ |
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Class A C ommon S tock - $ |
( |
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Class B C ommon S tock - $ |
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Additional paid-in capital |
( |
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Accumulated deficit |
( |
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) | ( |
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Total Stockholders’ Equity (Deficit) |
$ | $ | ( |
) | $ | ( |
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Shares of Class A Common Stock subject to possible redemption |
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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 | |
Level 3 — |
Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
For the Three Months ended September 30, 2021 |
For the period from January 14, 2021 (inception) to September 30, 2021 |
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Common stock subject to possible redemption |
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Numerator: |
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Net loss allocable to Class A C ommon S tock subject to possible redemption |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
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Weighted Average Redeemable shares of Class A C ommon S tock, Basic and Diluted |
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Basic and Diluted net loss per share, Redeemable Class A common stock |
$ | ( |
) | $ | ( |
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Non-Redeemable common stock |
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Numerator: |
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Net loss allocable to Class A and Class B C ommon S tock not subject to redemption |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
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Weighted Average Non-Redeemable Class A and Class B C ommon S tock, Basic and Diluted |
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Basic and diluted net loss per share, Non-Redeemable common stock |
$ | ( |
) | $ | ( |
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• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported closing price of the Class A Common Stock equals or exceeds $ |
* | Filed herewith. |
Gladstone Acquisition Corporation | ||||||
Date: November 15, 2021 | By: | /s/ Michael Malesardi | ||||
Michael Malesardi | ||||||
Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||
Date: November 15, 2021 | By: | /s/ David Gladstone | ||||
David Gladstone | ||||||
Chief Executive Officer, President, Chief Investment Officer and Chairman (Principal Executive Officer) |