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.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
and one-half of one redeemable warrant |
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☐ | Large accelerated filer | ☐ | Accelerated filer | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page |
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PART 1 – FINANCIAL INFORMATION |
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Item 1. | 1 | |||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2. | 15 | |||||
Item 3. | 19 | |||||
Item 4. | 19 | |||||
PART II – OTHER INFORMATION |
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Item 1. | 19 | |||||
Item 1A. | 20 | |||||
Item 2. | 20 | |||||
Item 3. | 20 | |||||
Item 4. | 20 | |||||
Item 5. | 20 | |||||
Item 6. | 20 | |||||
23 |
Item 1. |
Interim Financial Statements (unaudited) |
ASSETS |
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CURRENT ASSETS |
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Cash |
$ | |||
Total current assets |
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OTHER ASSETS |
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Deferred offering costs |
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Total other assets |
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TOTAL ASSETS |
$ | |||
LIABILITIES AND SHAREHOLDER’S EQUITY |
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CURRENT LIABILITIES |
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Accrued offering costs |
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Notes payable – related party |
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Total current liabilities |
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TOTAL LIABILITIES |
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COMMITMENTS AND CONTINGENCIES (NOTE 6) |
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SHAREHOLDER’S EQUITY |
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Preference shares, $ |
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Class A ordinary shares; $ |
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Class B ordinary shares; $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
TOTAL SHAREHOLDER’S EQUITY |
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TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY |
$ |
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1. | This number includes an aggregate of up to |
2. | Shares have been retroactively restated to reflect the capitalization of |
Three months ended September 30, 2021 |
For the period February 19, 2021 (inception) through September 30, 2021 |
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EXPENSES |
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General and administrative expenses |
$ | $ | ||||||
Total expenses |
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NET LOSS |
$ | $ | ( |
) | ||||
WEIGHTED AVERAGE CLASS B ORDINARY SHARES OUTSTANDING, BASIC AND DILUTED (1)(2) |
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BASIC AND DILUTED NET LOSS PER CLASS B ORDINARY SHARE |
$ | ( |
) | $ | ( |
) | ||
(1) | This number excludes an aggregate of up to |
(2) | Shares have been retroactively restated to reflect the capitalization of |
Ordinary shares |
Additional paid-in capital |
Accumulated deficit |
Total Shareholder’s equity |
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Class B |
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Shares |
Amount |
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Balance, February 19, 2021 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (1)(2) |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance, June 30, 2021 |
$ | $ | ( |
) | $ | |||||||||||||||
Net loss |
— | — | — | — | — | |||||||||||||||
Balance, September 30, 2021 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
(1) This number includes an aggregate of up to (2) Shares have been retroactively restated to reflect the capitalization of |
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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General and administrative expenses paid by affiliate |
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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 notes payable – related party |
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Payment of deferred offering costs |
( |
) | ||
Net cash flows 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 PERIOD |
$ | |||
Supplemental disclosure of noncash activities: |
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Deferred offering costs included in accrued offering costs |
$ | |||
Payment of deferred offering costs by notes payable – related party |
$ | |||
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of the “30-day redemption period”; and |
• | if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $ a day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of Class A ordinary shares equals or exceeds $ the period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any a period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $ |
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. |
** | 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. |
ASCENDANT DIGITAL ACQUISITION CORP. III | ||||||
Date: December 23, 2021 |
By: |
/s/ Mark Gerhard | ||||
Name: |
Mark Gerhard | |||||
Title: |
Chief Executive Officer and Director (Principal Executive Officer) |
Date: December 23, 2021 |
By: |
/s/ Riaan Hodgson | ||||
Name: |
Riaan Hodgson | |||||
Title: |
Chief Operating Officer and Director (Principal Financial and Accounting Officer) |