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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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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 | |||
PART 1 - FINANCIAL INFORMATION
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Item 1.
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FINANCIAL STATEMENTS (UNAUDITED)
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1 | |||
2 | |||
3 |
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4 |
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5 |
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Item 2.
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17 |
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Item 3.
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21 |
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Item 4.
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21 |
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PART II - OTHER INFORMATION
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Item 1.
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22 | ||
Item 1A.
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22 |
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Item 2.
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22 |
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Item 3.
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22 |
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Item 4.
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22 |
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Item 5.
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22 |
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Item 6.
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23 |
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23
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Item 1.
|
FINANCIAL STATEMENTS
|
ASSETS
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||||
Current assets:
|
||||
Cash
|
$
|
|
||
Total current assets
|
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|||
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Deferred offering costs
|
|
|||
Total Assets
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$
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|
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LIABILITIES AND STOCKHOLDER’S DEFICIT
|
||||
Current liabilities
|
||||
Accrued offering costs
|
$
|
|
||
Due to Sponsor
|
|
|||
Promissory note - related party
|
|
|||
Total Liabilities
|
|
|||
Commitments (see Note 6)
|
||||
Stockholder’s Deficit
|
||||
Preferred stock, $
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|
|||
Class A common stock, $
|
|
|||
Class B common stock, $
|
|
|||
Additional paid-in capital
|
|
|||
Accumulated deficit
|
(
|
)
|
||
Total Stockholder’s Deficit
|
(
|
)
|
||
Total Liabilities and Stockholder’s Deficit
|
$
|
|
Three Months Ended June 30, 2021
|
For the Period from March 1, 2021
(Inception) Through June 30, 2021
|
|||||||
Formation and operating costs
|
$
|
|
$
|
|
||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Weighted average shares outstanding, basic and diluted(1)
|
|
|
||||||
Basic and diluted net loss per common share
|
$
|
(
|
)
|
$
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(
|
)
|
Class B Common Stock
|
Additional |
Accumulated | Total Shareholder’s |
|||||||||||||||||
Shares
|
Amount
|
Paid-in Capital
|
Deficit
|
Equity (Deficit)
|
||||||||||||||||
Balance at March 1, 2021 (inception)
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Issuance of Class B common stock to Sponsor(1)
|
|
|
|
|
|
|||||||||||||||
|
||||||||||||||||||||
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance at March 31, 2021
|
|
|
|
(
|
)
|
|
||||||||||||||
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance at June 30, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$
|
(
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Payment of formation and operating costs through due to Sponsor
|
|
|||
Net cash used in operating activities
|
$
|
(
|
)
|
|
Cash Flows from Financing Activities:
|
||||
Proceeds from draw on promissory note
|
|
|||
Payment of offering costs
|
(
|
)
|
||
Proceeds from sale of Class B common stock to Sponsor
|
$
|
|
||
Net cash provided by financing activities
|
$
|
|
||
Net Change in Cash
|
|
|||
Cash - Beginning of period
|
|
|||
Cash - End of period
|
$
|
|
||
Non-cash investing and financing activities
|
||||
Deferred offering included in accrued offering costs
|
$
|
|
• |
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 $
|
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
|
Exhibit No.
|
Description
|
|
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*
|
XBRL Instance Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
**
|
Furnished.
|
Mercury Ecommerce Acquisition Corp.
|
||
Date: September 10, 2021
|
By:
|
/s/ R. Andrew White
|
R. Andrew White
|
||
President and Chief Executive Officer
|
Mercury Ecommerce Acquisition Corp.
|
||
Date: September 10, 2021
|
By:
|
/s/ Winston Gilpin
|
Winston Gilpin
|
||
Chief Financial Officer
|