|
|
|
(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
|
||
|
|
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||
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||
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|
Large accelerated filer
|
☐
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Accelerated filer
|
☐ | |
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☒ |
Smaller reporting company
|
||
Emerging growth company
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Page
|
Part I. Financial Information
|
|
|
|
Item 1. Financial Statements
|
|
|
1
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2
|
|
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3
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|
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4
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5
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16
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|
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18
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|
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18
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|
Part II. Other Information
|
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18
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18
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18
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|
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19
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19
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|
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19
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19
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20
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Item 1. |
Interim Financial Statements.
|
September 30,
2021
|
December 31,
2020
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Total Current Assets
|
|
|
||||||
Deferred offering costs
|
|
|
||||||
Cash and Investments held in Trust Account
|
|
|
||||||
TOTAL ASSETS
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$
|
|
$
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
|
$
|
|
||||
Accrued offering costs
|
|
|
||||||
Total Current Liabilities
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Warrant liabilities
|
|
|
||||||
Total Liabilities
|
|
|
||||||
Commitments and Contingencies
|
||||||||
Class A common stock subject to possible redemption
|
|
|
||||||
Stockholders’ Equity (Deficit)
|
||||||||
Preferred stock, $
|
|
|
||||||
Class A common stock, $
|
|
|
||||||
Class B common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total Stockholders’ Equity (Deficit)
|
(
|
)
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$
|
|
$
|
|
Three Months Ended
September 30, |
Nine Months Ended September 30,
|
|||||||
2021
|
2021
|
|||||||
General and administrative expenses
|
$
|
|
$
|
|
||||
Loss from operations
|
(
|
)
|
(
|
)
|
||||
Other income:
|
||||||||
Change in fair value of warrant liabilities
|
|
|
||||||
Interest earned on investments held in Trust Account
|
|
|
||||||
Total other income
|
|
|
||||||
Net income
|
$
|
|
$
|
|
||||
Weighted average shares outstanding, Class A common stock
|
|
|
||||||
Basic and diluted net income per share, Class A common stock
|
$
|
|
$
|
|
||||
Weighted average shares outstanding, Class B common stock
|
|
|
||||||
Basic and diluted net income per share, Class B common stock
|
$
|
|
$
|
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Stockholders’
Equity (Deficit)
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance — January 1, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Accretion of Class A common stock subject to possible redemption
|
— |
|
—
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
Cash paid in excess of fair value for Private Placement Warrants
|
—
|
—
|
—
|
—
|
|
|
|
|||||||||||||||||||||
Net income
|
— | — |
||||||||||||||||||||||||||
Balance – March 31, 2021
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Net loss
|
—
|
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Balance – June 30, 2021
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Net income
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance – September 30, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Cash Flows from Operating Activities:
|
||||
Net income
|
$
|
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Interest earned on marketable securities held in Trust Account
|
(
|
)
|
||
Change in fair value of warrant liabilities
|
(
|
)
|
||
Transaction costs incurred in connection with warrant liabilities
|
|
|||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(
|
)
|
||
Accounts payable and accrued expenses
|
|
|||
Net cash used in operating activities
|
(
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(
|
)
|
||
Net cash used in investing activities
|
(
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
|
|||
Proceeds from sale of Private Placement Warrants
|
|
|||
Proceeds from promissory note – related party
|
|
|||
Repayment of promissory note – related party
|
(
|
)
|
||
Payment of offering costs
|
(
|
)
|
||
Net cash provided by financing activities
|
|
|||
Net Change in Cash
|
|
|||
Cash – Beginning of period
|
|
|||
Cash – End of period
|
$
|
|
||
Non-Cash investing and financing activities:
|
||||
Initial classification of Class A common stock subject to possible redemption
|
$
|
|
||
Deferred underwriting fee payable
|
$
|
|
As Previously
Reported
|
Adjustment
|
As Revised
|
||||||||||
Balance Sheet as of March 4, 2021 (audited)
|
||||||||||||
Class A common stock subject to possible redemption
|
$
|
|
$
|
|
$
|
|
||||||
Class A common stock
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Additional paid-in capital
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Accumulated deficit
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
Total shareholders’ equity (deficit)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Gross proceeds
|
$
|
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(
|
)
|
||
Class A common shares issuance costs
|
(
|
)
|
||
Plus:
|
||||
Accretion of carrying value to redemption value
|
|
|||
Class A common stock subject to possible redemption
|
$
|
|
Three Months Ended
September 30, 2021
|
Nine Months Ended
September 30, 2021
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income per common stock
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income, as adjusted
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
||||||||||||||||
Basic and diluted net income per common share
|
$
|
|
$
|
|
$
|
|
$
|
|
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon not less than
|
• |
if, and only if, the closing price of the common stock equals or
exceeds $
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities.
An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2
inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that
market participants would use in pricing the asset or liability.
|
Description
|
Level
|
September 30,
2021
|
||||||
Assets:
|
||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund
|
1
|
$
|
|
|||||
Liabilities:
|
||||||||
Warrant Liability – Public Warrants
|
1
|
|
||||||
Warrant Liability – Private Placement Warrants
|
2
|
|
|
Private Placement
|
Public
|
Warrant Liabilities
|
|||||||||
Fair value as of January 1, 2021
|
$
|
|
$
|
|
$
|
|
||||||
Initial measurement on March 4, 2021
|
|
|
|
|||||||||
Change in fair value
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Transfers to Level 1 |
( |
) | ( |
) | ||||||||
Transfers to Level 2 |
( |
) | ( |
) | ||||||||
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
|
No.
|
Description of Exhibit
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-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), 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.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase 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.
|
ARROWROOT ACQUISITION CORP.
|
||
Date: November 12, 2021
|
By:
|
/s/ Matthew Safaii
|
Name:
|
Matthew Safaii
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: November 12, 2021
|
By:
|
/s/ Thomas Olivier
|
Name:
|
Thomas Olivier
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|