QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1034 |
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 | ||
one-half of one redeemable warrant |
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Large accelerated filler | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page |
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1 |
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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 |
17 |
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ITEM 3 |
21 |
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ITEM 4 |
21 |
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22 |
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ITEM 1. |
22 |
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ITEM 2. |
22 |
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ITEM 3. |
22 |
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ITEM 4. |
22 |
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ITEM 5. |
23 |
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ITEM 6. |
23 |
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24 |
ITEM 1. |
FINANCIAL STATEMENTS |
September 30, 2021 |
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ASSETS |
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Current asset – Prepaid Expenses |
$ | |||
Deferred offering costs |
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Total Assets |
$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Accrued expenses |
$ | |||
Accrued offering costs |
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Promissory note – related party |
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Total Current Liabilities |
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Commitments and Contingencies (Note 6) |
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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 |
( |
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Total Stockholders’ Equity |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
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(1) | Includes an aggregate of |
(2) | In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding |
For the three months ended September 30, 2021 |
For the period from January 26, 2021 (inception) through September 30, 2021 |
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Formation costs |
$ | — | $ | |||||
Other expenses |
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Net Loss |
$ |
( |
) |
$ |
( |
) | ||
Weighted average shares outstanding, basic and diluted(1)(2) |
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Basic and diluted net loss per common share |
$ |
$ |
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(1) | This number excludes an aggregate of up to |
(2) | In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding |
Common Stock(1) |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
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Shares |
Amount |
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Balance – January 26, 2021 (Inception) |
$ | $ | $ | $ | ||||||||||||||||
Issuance of Class B common stock to Sponsor(1)(2) |
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Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
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Balance – June 30, 2021 |
$ |
$ |
$ |
( |
) |
$ |
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Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
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Balance — September 30, 2021 |
$ |
$ |
$ |
( |
) |
$ |
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(1) | Includes an aggregate of |
(2) | In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding |
For the period from January 26, 2021 (inception) t September 30, 2021 |
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Cash flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Changes in operating assets and liabilities: |
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Accrued offering costs and expenses |
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Net cash used in operating activities |
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Cash flows from Financing Activities: |
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Proceeds from issuance of promissory note to related party |
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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 |
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Cash – Ending |
$ | |||
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Supplemental disclosure of non-cash financing activities: |
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Deferred offering costs included in accrued offering costs |
$ | |||
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Prepaid Expenses paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ |
• | 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. |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of 30 days’ prior written notice of redemption, or the |
• | if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $ |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of 30 days’ prior written notice of redemption, or the |
• | if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $ |
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 |
* | Filed herewith. |
** | Furnished. |
Date: December 22, 2021 | Arena Fortify Acquisition Corp. | |||||
By: | /s/ Daniel Zwirn | |||||
Daniel Zwirn | ||||||
Chief Executive Officer | ||||||
Date: December 22, 2021 | Arena Fortify Acquisition Corp. | |||||
By: | /s/ Kieran Goodwin | |||||
Kieran Goodwin Chief Financial Officer |