|
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.)
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on
which registered
|
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
||
|
☒
|
Smaller reporting company
|
|||
Emerging growth company
|
Item 1.
|
1
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
19
|
|
Item 3.
|
24
|
|
Item 4.
|
25
|
|
PART II. OTHER INFORMATION
|
||
Item 1.
|
26
|
|
Item 1A.
|
26
|
|
Item 2.
|
26
|
|
Item 3.
|
27
|
|
Item 4.
|
27
|
|
Item 5.
|
27
|
|
Item 6.
|
28
|
|
Signatures |
29 |
ITEM 1. |
UNAUDITED
CONDENSED FINANCIAL STATEMENTS
|
ASSETS
|
||||
Current assets
|
|
|||
Cash
|
$ | |||
Prepaid Expenses
|
||||
Total current assets | ||||
Investment held in Trust Account
|
||||
Non-current prepaid expenses
|
||||
Total Assets
|
$
|
|
||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||
Current Liabilities
|
||||
Accrued expenses
|
$
|
|
||
Total current liabilities
|
|
|||
Deferred underwriting fee payable
|
||||
Warrant liabilities
|
||||
Total liabilities | ||||
Commitments and Contingencies
|
||||
Class A common stock;
|
||||
Stockholders’ Deficit
|
||||
Preferred Stock - $
|
|
|||
Class A Common Stock - $
|
|
|||
Class B Common Stock - $
|
|
|||
Additional paid-in capital
|
|
|||
Accumulated deficit
|
(
|
)
|
||
Total stockholders’ deficit
|
(
|
)
|
||
Total Liabilities and Stockholders’ Deficit
|
$
|
|
For the Three Months Ended September 30, 2021
|
For the period from April 1, 2021 (inception) through September 30, 2021
|
|||||||
Formation costs and other operating expenses
|
$
|
|
$
|
|
||||
Loss from operations
|
(
|
)
|
(
|
)
|
||||
Other Income (expenses):
|
||||||||
Change in fair value of warrant liabilities
|
(
|
)
|
(
|
)
|
||||
Warrant offering expense |
( |
) | ( |
) | ||||
Offering costs related to transferring founder shares to anchor investors |
( |
) | ( |
) | ||||
Net Loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Weighted average Class A common stock outstanding, basic and diluted
|
|
|
||||||
Basic and diluted net loss per share, Class A
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Weighted average Class B common stock outstanding, basic and diluted
|
|
|
||||||
Basic and diluted net loss per share, Class B
|
$
|
(
|
)
|
$
|
(
|
)
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||
Balances at April 1, 2021 (inception) | $ | $ | $ | $ | ||||||||||||||||
Issuance of Class B common stock to Sponsor
|
|
|
|
|
|
|||||||||||||||
Net loss for the period | — |
( |
) | ( |
) | |||||||||||||||
Balances at June 30, 2021 (Unaudited)
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
Excess of cash received over fair value of private placement warrants
|
|
|
||||||||||||||||||
Forfeiture of Class B common stock
|
(
|
)
|
(
|
)
|
|
|||||||||||||||
Accretion for Class A common stock to redemption amount
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||
Net loss
|
(
|
)
|
(
|
)
|
||||||||||||||||
Balances at September 30, 2021 (Unaudited)
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Cash flow from operating activities:
|
||||
Net loss
|
$
|
(
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Change in FV of warrant liabilities
|
|
|||
Offering expenses - Warrants and anchor investors
|
||||
Increase (decrease) from changes in:
|
||||
Prepaid expenses
|
( |
) | ||
Accrued expenses
|
|
|||
Net Cash used in Operating Activities
|
(
|
)
|
||
Cash flow from investing activities: | ||||
Investment held in Trust Account | ( |
) | ||
Net cash used in investing activities | ( |
) | ||
Cash flow from financing activities: | ||||
Proceeds received from initial public offering, gross | $ | |||
Proceeds from Promissory note payable | ||||
Repayments of Promissory note payable | ( |
) | ||
Proceeds from private warrants | ||||
Payment of offering costs | ( |
) | ||
Net Cash provided by Financing Activities | ||||
Net change in cash
|
|
|||
Cash at the beginning of the period
|
|
|||
Cash at the end of the period
|
$
|
|
||
Supplement disclosure of cash flow information: | ||||
Non-cash investing and financing activities:
|
||||
Offering costs included in accrued offering costs
|
$ |
|||
Deferred underwriting commissions
|
$ | |||
Offering costs paid by Sponsor in exchange for issuance of Class B common stock
|
$ |
|||
Offering costs included in Due to Sponsor
|
$ |
Three Months Ended
September 30, 2021
|
For the Period from April 1, 2021 (inception) to September 30, 2021
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
EPS: Common Stock
|
||||||||||||||||
Numerator: Net Income (Loss)
|
||||||||||||||||
Allocation of net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Denominator: Weighted Average shares
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
|
|
|
|
||||||||||||
Basic and Diluted net loss per share
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
Gross Proceeds
|
$
|
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(
|
)
|
||
Class A common stock issuance costs
|
(
|
)
|
||
Add:
|
||||
Accretion of carrying value to redemption value
|
|
|||
Class A common stock subject to possible redemption at September 30, 2021
|
$
|
|
|
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable
inputs, such as quoted prices in active markets for identical assets or liabilities.
|
|
Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well
as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
|
|
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market
data exists for the assets or liabilities.
|
●
|
in whole and not in part;
|
● |
at a price of $
|
● |
upon a minimum of
|
● |
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $
|
●
|
in whole and not in part;
|
● |
at a price of $
|
● |
upon a minimum of
|
● |
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $
|
● |
if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current
prospectus relating thereto available throughout the
|
● |
if, and only if, the last reported sale price of the Company’s Class A common stock is less than $
|
September 30,
|
||||||||
Description
|
Level
|
2021
|
||||||
Liabilities:
|
||||||||
Private Placement Warrants
|
3
|
|
|
|||||
Public Warrants
|
3
|
|
|
Input |
September 30,
|
|||
2021
|
||||
Risk-free interest rate
|
|
%
|
||
Expected term (years)
|
|
|||
Expected volatility
|
|
%
|
||
Exercise price
|
$
|
|
||
Stock price
|
$
|
|
|
Private Placement Warrants |
Public Warrants
|
Warrant Liabilities
|
|||||||||
Fair value as of April 1, 2021 (inception)
|
$
|
|
$
|
|
$
|
|
||||||
Initial measurement on August 17, 2021
|
|
|
|
|||||||||
Change in fair value as of September 30, 2021
|
|
|
|
|||||||||
Fair value as of September 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
|
Exhibit
Number
|
Description
|
Warrant Agreement, dated August 17, 2021, between AxonPrime Infrastructure Acquisition Corporation (the “Company”) and Computershare Trust Company, N.A. (1)
|
|
Letter Agreement, dated August 12, 2021, among the Company, its officers, directors and AxonPrime Infrastructure Sponsor LLC (the “Sponsor”). (1)
|
|
Sponsor Warrants Purchase Agreement, dated August 12, 2021, between the Company and the Sponsor.
|
|
Administrative Services Agreement, dated August 12, 2021, between the Company and the Sponsor.
|
|
Investment Management Trust Agreement, dated August 17, 2021, between the Company and Computershare Trust Company, N.A. (1)
|
|
Registration Rights Agreement, dated August 17, 2021, between the Company and certain security holders. (1)
|
|
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*
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH*
|
Inline XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
104*
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document, which is contained in Exhibit 101).
|
(1) |
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 23, 2021 (Commission File No. 001-40740).
|
AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION
|
|
Date: November 18, 2021
|
/s/ Dinakar Singh
|
Dinakar Singh
|
|
Chief Executive Officer
|
|
(Duly Authorized and Principal Executive Officer)
|
|
Date: November 18, 2021
|
/s/ Jon Layman
|
Jon Layman
|
|
Chief Financial Officer and Chief Operating Officer
|
|
(Principal Financial and Accounting Officer)
|