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) |
(IRS 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 | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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Item 1. |
1 | |||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
Notes to Unaudited Condensed Financial Statements | 5 | |||||
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 | ||||
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 20 | ||||
Item 4. |
Controls and Procedures | 20 | ||||
Item 1. |
Legal Proceedings | 20 | ||||
Item 1A. |
Risk Factors | 21 | ||||
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities | 21 | ||||
Item 3. |
Defaults Upon Senior Securities | 21 | ||||
Item 4. |
Mine Safety Disclosures | 22 | ||||
Item 5. |
Other Information | 22 | ||||
Item 6. |
Exhibits | 22 | ||||
23 |
Item 1. |
Financial Statements (Unaudited) |
Assets: |
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Current assets: |
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Cash |
$ | |||
Prepaid expenses |
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|
|
|||
Total current assets |
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Investments held in Trust Account |
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|
|
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Total Assets |
$ |
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|
|
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Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
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Current liabilities: |
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Accrued expenses |
$ |
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Franchise tax payable |
||||
|
|
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Total current liabilities |
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Deferred underwriting commissions |
||||
|
|
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Total Liabilities |
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Commitments and Contingencies |
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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, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
|
|
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Total stockholders’ deficit |
( |
) | ||
|
|
|||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
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|
|
Three Months Ended September 30, 2021 |
For the period from April 16, 2021 (inception) through September 30, 2021 |
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General and administrative expenses |
$ | $ | ||||||
General and administrative expenses - related party |
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Franchise tax expenses |
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|
|
|
|
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Loss from operations |
( |
) | ( |
) | ||||
Other income |
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Gain on investments held in Trust Account |
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|
|
|
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Net loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Weighted average Class A common shares outstanding, basic and diluted |
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|
|
|
|
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Basic and diluted net loss per share, Class A common shares |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
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Weighted average Class B common shares outstanding, basic and diluted |
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|
|
|
|
|||||
Basic and diluted net loss per share, Class B common shares |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Common Stock |
Total Stockholders’ Equity (Deficit) |
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Class A |
Class B |
Additional Paid-In Capital |
Accumulated Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance - April 16, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— |
— |
— |
|||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
( |
) | ( |
) | |||||||||||||||||||
Balance - June 30, 2021 (unaudited) |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
Sale of private placement shares to Sponsor in private placement |
— |
— |
— |
|||||||||||||||||||||||||
Forfeited shares |
— |
— |
( |
) | ( |
) | — |
— |
||||||||||||||||||||
Accretion of Class A common stock to redemption amount |
— |
— |
— |
— |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
( |
) | ) | ||||||||||||||||||||
Balance - September 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to cash used in operating activities: |
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Income from investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued expenses |
||||
Franchise tax payable |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities: |
||||
Cash deposited in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of Class B common stock to Sponsor |
||||
Proceeds from note payable to related party |
||||
Repayment of note payable to related party |
( |
) | ||
Proceeds received from initial public offering, gross |
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Proceeds received from private placement |
||||
Offering costs paid |
( |
) | ||
Net cash provided by financing activities |
||||
Net change in cash |
||||
Cash - beginning of the period |
||||
Cash - end of the period |
$ |
|||
Supplemental disclosure of noncash activities: |
||||
Offering costs included in accrued expenses |
$ | |||
Deferred underwriting commissions |
$ |
• | 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. |
For the Three Months Ended September 30, 2021 |
For the Nine Months Ended September 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net loss per common share: |
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Numerator: |
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Allocation of net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Denominator: |
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Basic and diluted weighted average common shares outstanding |
||||||||||||||||
Basic and diluted net loss per common share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Gross proceeds |
$ | |||
Less: |
||||
Class A common stock issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ | |||
|
|
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Investments held in Trust Account – U.S. Treasury Bills |
$ | $ | $ |
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 from Registered Securities |
Item 3. |
Defaults upon Senior Securities |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Other Information. |
Item 6. |
Exhibits. |
* |
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. |
Dated: N ovember 15, 2 021 |
DA32 LIFE SCIENCES TECH ACQUISITION CORP. | |||||
By: | /s/ Steve Kafka | |||||
Name: | Steve Kafka | |||||
Title: | Chief Executive Officer |