|
|
|
(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
|
PART I. FINANCIAL INFORMATION
|
Page
|
|
|
|
|
Item 1.
|
2
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
|
|
Item 2.
|
21
|
|
|
|
|
Item 3.
|
24 | |
|
|
|
Item 4.
|
24 | |
|
|
|
PART II. OTHER INFORMATION
|
|
|
|
|
|
Item 1.
|
25 | |
|
|
|
Item 1A.
|
25 | |
|
|
|
Item 2.
|
25 | |
|
|
|
Item 3.
|
25 | |
|
|
|
Item 4.
|
25 | |
|
|
|
Item 5.
|
25 | |
|
|
|
Item 6.
|
25 | |
|
|
|
26 |
September 30,
2021
|
December 31,
2020
|
|||||||
(unaudited)
|
|
|||||||
Assets
|
||||||||
Cash
|
$ | $ | ||||||
Prepaid expense
|
||||||||
Total current assets
|
||||||||
Investments held in Trust Account
|
||||||||
Total assets
|
$ | $ | ||||||
Liabilities and stockholders’ deficit
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | $ | ||||||
Total current liabilities
|
||||||||
Warrant liabilities
|
||||||||
Deferred legal fees
|
||||||||
Total liabilities
|
||||||||
Commitments and contingencies | ||||||||
Class A Common stock subject to possible redemption, $
|
||||||||
Stockholders’ deficit:
|
||||||||
Preferred stock, $
|
||||||||
Class A common stock, $
|
||||||||
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 Nine
Months Ended
September 30, 2021
|
For the Period
from July 27,2020 (Inception) through September 30, 2020
|
||||||||||
Operating expenses |
||||||||||||
Formation and operating costs
|
$
|
|
$ | $ | ||||||||
Loss from operations
|
(
|
)
|
( |
) | ( |
) | ||||||
Other income
|
||||||||||||
Interest earned on investments held in trust
|
|
|||||||||||
Interest earned on working capital account | ||||||||||||
Unrealized gain on change in fair value of warrants
|
|
|||||||||||
Total other income
|
|
|||||||||||
Net income (loss)
|
$ | $ | $ | ( |
) | |||||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
|||||||||||
Basic and diluted net income per share, Class A common stock
|
$
|
|
$ | $ | ||||||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
|||||||||||
Basic and diluted net income per share, Class B common stock
|
$ | $ | $ | ( |
) |
Class B Common
Stock
|
Additional
Paid-in
|
Retained earnings
(Accumulated
|
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
deficit)
|
Equity (deficit)
|
||||||||||||||||
Balance as of December 31, 2020
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
Net income
|
—
|
|
|
|
||||||||||||||||
Balance as of March 31, 2021 (unaudited)
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance as of June 30, 2021 (unaudited)
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
Net income
|
— | |||||||||||||||||||
Balance as of September 30, 2021 (unaudited)
|
$ | $ | $ | ( |
) | $ | ( |
) |
Class B Common
Stock
|
Additional
Paid-in
|
(Accumulated
|
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit)
|
Equity
|
||||||||||||||||
Balance as of July 27, 2020
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Class B common stock issued to Sponsor and ASA Co-Investment LLC
|
|
|
|
|
||||||||||||||||
Net loss
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance as of September 30, 2020
|
$ | $ | $ | ( |
) | $ |
For the nine
months ended
September 30,
2021
|
For the Period
from July 27, 2020
(Inception) through
September 30, 2020
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
|
$ | ( |
) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Formation and operating costs included in accrued offering costs and expenses
|
||||||||
Interest earned on investments held in Trust Account
|
(
|
)
|
||||||
Unrealized gain on change in fair value of warrants
|
(
|
)
|
||||||
Changes in operating assets and current liabilities:
|
||||||||
Prepaid expense
|
|
|||||||
Accounts payable and accrued expenses
|
|
|||||||
Deferred legal fees | ||||||||
Net cash used in operating activities
|
(
|
)
|
( |
) | ||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of founder shares
|
||||||||
Proceeds from pre-payment of private placement
|
||||||||
Proceeds from issuance of promissory note to related party
|
||||||||
Payments of offering costs
|
( |
) | ||||||
Net cash provided by financing activities |
||||||||
Net change in cash
|
(
|
)
|
||||||
Cash, beginning of the period
|
|
|||||||
Cash, end of the period
|
$
|
|
$ | |||||
Supplemental disclosure of cash flow information: |
||||||||
Deferred offering costs included in deferred legal fees
|
$ | $ |
Balance Sheet as of December 31, 2020 (per form 10-K/A filed on June 15, 2021)
|
||||||||||||
Common Stock subject to possible redemption ($)
|
$
|
|
$
|
|
$
|
|
||||||
Common stocks Class A, $
|
|
(
|
)
|
|
||||||||
Common stocks Class B, $
|
|
|
|
|||||||||
Additional Paid in Capital
|
|
(
|
)
|
|
||||||||
Retained Earnings (Accumulated Deficit)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Total Stockholders' Equity (Deficit)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Number of shares subject to redemption
|
|
|
|
Unaudited Statement of Operations for the period from July 27, 2020 (Inception) through December 31, 2020 as
adjusted for Temporary Equity related to Public Shares
|
||||||||||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption
|
|
|
|
|||||||||
Basic and diluted weighted average shares outstanding, common stock not subject to redemption
|
|
|
|
|||||||||
EPS - Redeemable Shares
|
$
|
|
$
|
(
|
$
|
(
|
||||||
EPS - Non-Redeemable Shares
|
$
|
(
|
$
|
|
$
|
(
|
|
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 share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Denominator:
|
||||||||||||||||
Weighted average shares outstanding
|
|
|
|
|
||||||||||||
Basic and diluted net income per share
|
$
|
|
$
|
|
$
|
|
|
Gross proceeds from IPO
|
$
|
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(
|
)
|
||
Common stock issuance costs
|
(
|
)
|
||
Plus:
|
||||
Accretion of carrying value to redemption value
|
|
|||
Contingently redeemable common stock
|
$
|
|
1.
|
For cash:
|
|
■
|
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 $
|
|
2.
|
For Class A common stock (commencing
|
|
■
|
in whole and not in part;
|
|
■
|
at $
|
|
■
|
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $
|
|
■
|
if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants;
and
|
|
■
|
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
|
September 30,
|
Quoted
Prices In
Active
Markets
|
Significant
Other
Observable
Inputs
|
Significant
Other
Unobservable
Inputs
|
|||||||||||||
2021
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
Money Market funds held in Trust Account
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||
Liabilities:
|
||||||||||||||||
Warrant Liabilities—Public Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Warrant Liabilities—Private Placement Warrants
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
|
December 31,
|
Quoted
Prices In Active Markets |
Significant
Other Observable Inputs |
Significant Other Unobservable Inputs |
||||||||||||
|
2020
|
(Level 1)
|
(Level 2)
|
(Level 3) | ||||||||||||
Assets:
|
||||||||||||||||
Money Market funds held in Trust Account
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Liabilities:
|
||||||||||||||||
Warrant Liabilities—Public Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Warrant Liabilities—Private Placement Warrants
|
|
|
|
|
||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
Public Warrant
Liabilities
|
Private Placement
Warrant
Liabilities
|
Warrant Liabilities
|
||||||||||
Fair value as of December 31, 2020
|
$
|
|
$
|
|
$
|
|
||||||
Revaluation of warrant liability included in other income within the statement of income for the period from December 31, 2020 through March 31, 2021
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Fair value as of March 31, 2021
|
$
|
|
$
|
|
$
|
|
||||||
Revaluation of warrant liability included in other income within the statement of income for the period from March 31, 2021 through June 30, 2021
|
|
|
|
|||||||||
Fair value as of June 30, 2021
|
$
|
|
$
|
|
$
|
|
||||||
Revaluation of warrant liability included in other income within the statement of income for the period from June 30, 2021 through September 30, 2021 | ( |
) | ( |
) | ( |
) | ||||||
Fair value as of September 30, 2021 | $ | $ | $ |
Input
|
September 30, 2021
|
December 31, 2020
|
||||||
Stock price
|
$
|
|
$
|
|
||||
Exercise price
|
$
|
|
$
|
|
||||
Risk free rate
|
|
%
|
|
%
|
||||
Trading days per year
|
|
|
||||||
Annual volatility
|
|
%
|
|
%
|
||||
Time to exercise (years)
|
|
|
Warrant
Liabilities
|
||||
Fair value as of December 31,2020
|
$
|
|
||
Transfers to/(from) Level 3
|
|
|||
Revaluation of warrant liability included in other income within the statement of operations for the period from December
31, 2020 through September 30, 2021
|
(
|
)
|
||
Fair value as of September 30, 2021
|
$
|
|
• |
The expected term was determined to
be
|
• |
The expected volatility assumption
was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar SPACs at a similar stage in their life cycle. An increase in the expected volatility, in
isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.
|
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.
|
No.
|
Description of Exhibit
|
|
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*
|
XBRL Instance Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema 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
|
ATLANTIC AVENUE ACQUISITION CORP
|
|||
Date: November 12, 2021
|
By:
|
/s/ Ashok Nayyar
|
|
Ashok Nayyar
|
|||
Chief Executive Officer
(Principal Executive Officer)
|
ATLANTIC AVENUE ACQUISITION CORP
|
|||
Date: November 12, 2021
|
By:
|
/s/ Barry Best
|
|
Barry Best
|
|||
Chief Financial Officer
(Principal Financial Officer)
|