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) |
(Commission File Number) |
(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 | ||
one-fifth of one redeemable warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
||||||
Item 1. |
1 | |||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2. |
21 | |||||
Item 3. |
25 | |||||
Item 4. |
25 | |||||
Item 1. |
26 | |||||
Item 1A. |
26 | |||||
Item 2. |
27 | |||||
Item 3. |
28 | |||||
Item 4. |
28 | |||||
Item 5. |
28 | |||||
Item 6. |
28 |
Item 1. |
Condensed Financial Statements |
Assets: |
||||
Current assets: |
||||
Cash and cash equivalents |
$ | |||
Prepaid expenses |
||||
Total current assets |
||||
Investments held in Trust Account |
||||
Total Assets |
$ |
|||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
||||
Current liabilities: |
||||
Accounts payable |
$ | |||
Accrued expenses |
||||
Franchise tax payable |
||||
Total current liabilities |
||||
Deferred legal fees |
||||
Derivative warrant liabilities |
||||
Deferred underwriting commissions |
||||
Total Liabilities |
||||
Commitments and Contingencies |
||||
Class A common stock subject to possible redemption, $ issued and outstanding at redemp t ion value ($ ) |
||||
Stockholders’ Deficit: |
||||
Preferred stock, $ or outstanding |
||||
Class A common stock, $ authorized; |
||||
Class B common stock, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total stockholders’ deficit |
( |
) | ||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
|||
For the Three Months Ended September 30, 2021 |
For the Period from January 15, 2021 (Inception) Through September 30, 2021 |
|||||||
General and administrative expenses |
$ | $ | ||||||
General and administrative expenses—related party |
||||||||
Franchise tax expense |
||||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Other income (expenses): |
||||||||
Change in fair value of derivative warrant liabilities |
||||||||
Offering costs—derivative warrant liabilities |
( |
) | ||||||
Loss on issuance of private placement warrants |
( |
) | ||||||
Interest income from investments held in Trust Account |
||||||||
Interest income from operating account |
||||||||
|
|
|
|
|||||
Net income (loss) |
$ | $ | ( |
) | ||||
|
|
|
|
|||||
Weighted average shares outstanding of Class A common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class A common stock |
$ | $ | ( |
) | ||||
|
|
|
|
|||||
Weighted average shares outstanding of Class B common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class B common stock |
$ | $ | ( |
) | ||||
|
|
|
|
Common Stock |
Total |
|||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-In |
Accumulated |
Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance - January 15, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - March 31, 2021 (unaudited) (as restated, see Note 2) |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - June 30, 2021 (unaudited) (as restated, see Note 2) |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance - September 30, 2021 (unaudited) |
— |
$ |
— |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Offering costs—derivative warrant liabilities |
||||
Loss on issuance of private placement warrants |
||||
Interest income from investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable |
||||
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 |
||||
Proceeds received from private placement warrants |
||||
Offering costs paid |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net increase in cash and cash equivalents |
||||
Cash and cash equivalents—beginning of the period |
||||
|
|
|||
Cash and cash equivalents—end of the period |
$ |
|||
|
|
|||
Supplemental disclosure of noncash activities: |
||||
Offering costs included in accounts payable |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Deferred legal fees |
$ | |||
Deferred underwriting commissions |
$ |
As of March 31, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
|||||||
Class A common stock subject to possible redemption |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) |
||||||||||
Class B common stoc k |
||||||||||||
Additional paid-in capital |
( |
) |
||||||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
|
|
|
|
|
|
|||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
As Previously Reported |
Adjustment |
As Restated |
||||||||||
Supplemental Disclosure of Noncash Financing Activities: |
||||||||||||
Initial value of Class A common stock subject to possible redemption as revised |
$ | $ | ( |
) | $ | |||||||
Change in value of Class A common stock subject to possible redemption |
$ | $ | ( |
) | $ |
As of June 30, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
|||||||
Class A common stock subject to possible redemption |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) | ||||||||||
Class B common stoc k |
||||||||||||
Additional paid-in capital |
( |
) | ||||||||||
Retained earnings (accumulated deficit) |
( |
) | ( |
) | ( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
|
|
|
|
|
|
|||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
As Previously Reported |
Adjustment |
As Restated |
||||||||||
Supplemental Disclosure of Noncash Financing Activities: |
||||||||||||
Initial value of Class A common stock subject to possible redemption as revised |
$ | $ | ( |
) | $ | |||||||
Change in value of Class A common stock subject to possible redemption |
$ | ( |
) | $ | $ |
Earnings Per Share for Class A common stock |
||||||||||||
As Previously Reported |
Adjustment |
As Adjusted |
||||||||||
For the period from January 15, 2021 (inception) through March 31, 2021 |
||||||||||||
Net loss |
$ | ( |
) | $ | $ | ( |
) | |||||
Weighted average shares outstanding |
( |
) | ||||||||||
Basic and diluted loss per share |
$ | $ | ( |
) | $ | ( |
) | |||||
For the three months ended June 30, 2021 |
||||||||||||
Net loss |
$ | ( |
) | $ | $ | ( |
) | |||||
Weighted average shares outstanding |
||||||||||||
Basic and diluted loss per share |
$ | $ | ( |
) | $ | ( |
) | |||||
For the period from January 15, 2021 (inception) through June 30, 2021 |
||||||||||||
Net loss |
$ | ( |
) | $ | $ | ( |
) | |||||
Weighted average shares outstanding |
( |
) | ||||||||||
Basic and diluted loss per share |
$ | $ | ( |
) | $ | ( |
) |
Earnings Per Share for Class B common stock |
||||||||||||
As Previously Reported |
Adjustment |
As Adjusted |
||||||||||
For the period from January 15, 2021 (inception) through March 31, 2021 |
||||||||||||
Net loss |
$ | ( |
) | $ | $ | ( |
) | |||||
Weighted average shares outstanding |
||||||||||||
Basic and diluted loss per share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
For the three months ended June 30, 2021 |
||||||||||||
Net income |
$ | ( |
) | $ | $ | ( |
) | |||||
Weighted average shares outstanding |
||||||||||||
Basic and diluted loss per share |
$ | $ | ( |
) | $ | ( |
) | |||||
For the period from January 15, 2021 (inception) through June 30, 2021 |
||||||||||||
Net income |
$ | ( |
) | $ | $ | ( |
) | |||||
Weighted average shares outstanding |
||||||||||||
Basic and diluted loss per share |
$ | $ | ( |
) | $ | ( |
) |
• | 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 period from January 15, 2021 (inception) through September 30, 2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income per common stock: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average common stock outstanding |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income per common stock |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
Gross proceeds from Initial Public Offering |
$ | |||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A common stock subject to possible redemption |
( |
) | ||
Plus: |
||||
Accretion on Class A common stock subject to possible redemption amount |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ | |||
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the reported closing price (the “closing price”) of the Class A common has been at least $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of Class A common stock equals or exceeds $ |
• | if the reported closing price of Class A common stock for any 20 trading days within a 30-trading day period ending three business days prior to the date on which the Company sends notice of redemption to the warrant-holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account—Money market funds |
$ | $ | — | $ | — | |||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities—Public warrants |
$ | $ | — | $ | — | |||||||
Derivative warrant liabilities—Private placement warrants |
$ | — | $ | — | $ |
Initial Fair Value |
September 30, 2021 |
|||||
Exercise price |
$ |
$ | ||||
Stock price |
$ |
$ | ||||
Volatility |
% | |||||
Term (in years) |
||||||
Risk-free rate |
% |
Derivative warrant liabilities at January 15, 2021 (inception) |
$ | |||
Issuance of Public and Private Warrants |
||||
Loss on issuance of Private Placement Warrants |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
|
|
|||
Derivative warrant liabilities at March 31, 2021 |
$ | |||
Transfer of Public Warrants to Level 1 |
( |
) | ||
Change in fair value of derivative warrant liabilities |
||||
|
|
|||
Derivative warrant liabilities at June 30, 2021 |
$ | |||
Change in fair value of derivative warrant liabilities |
( |
) | ||
|
|
|||
Derivative warrant liabilities at 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. |
* |
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: March 4, 2022 |
LIVE OAK MOBILITY ACQUISITION CORP. | |||
By: |
/s/ Richard J. Hendrix | |||
Name: |
Richard J. Hendrix | |||
Title: |
Chief Executive Officer |