|
|
|
(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.
|
3
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
|
|
Item 2.
|
24 | |
|
|
|
Item 3.
|
27
|
|
|
|
|
Item 4.
|
27
|
|
|
|
|
PART II. OTHER INFORMATION
|
|
|
|
|
|
Item 1.
|
29
|
|
|
|
|
Item 1A.
|
29
|
|
|
|
|
Item 2.
|
30 | |
|
|
|
Item 3.
|
31 | |
|
|
|
Item 4.
|
31 | |
|
|
|
Item 5.
|
31 | |
|
|
|
Item 6.
|
32 | |
|
|
|
33 |
June 30, 2022
(Unaudited)
|
December 31,
2021
|
|||||||
Assets
|
||||||||
Current assets |
||||||||
Cash
|
$ | $ | ||||||
Prepaid expenses
|
||||||||
Total current assets
|
||||||||
Investments held in Trust Account
|
||||||||
Total Assets
|
$ | $ | ||||||
Liabilities, Redeemable Common Stock and Stockholders’ Deficit
|
||||||||
Liabilities: |
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | $ | ||||||
Deferred legal fees
|
||||||||
Taxes payable
|
||||||||
Total current liabilities
|
||||||||
Warrant liabilities
|
||||||||
Total Liabilities
|
||||||||
Commitments and Contingencies | ||||||||
Redeemable Common Stock |
||||||||
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, Redeemable Common Stock and Stockholders’ Deficit
|
$ | $ |
For the Three Months
Ended June 30, |
For the Six Months Ended
June 30,
|
|||||||||||||||
|
2022
|
2021
|
2022
|
2021
|
||||||||||||
Formation and operating costs
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Loss from operations
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
Other income (expense):
|
||||||||||||||||
Interest earned on investments held in trust
|
|
|
|
|
||||||||||||
Unrealized gain (loss) on change in fair value of warrants
|
|
(
|
)
|
|
|
|||||||||||
Total other income (expense)
|
|
(
|
)
|
|
|
|||||||||||
|
||||||||||||||||
Provision for income taxes
|
(
|
)
|
(
|
)
|
||||||||||||
Net Income (Loss)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||
|
||||||||||||||||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
|
|
|||||||||||||
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
|
|
|
||||||||||||
Basic and diluted net income (loss) per share, Class B common stock
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|
Class A Common
Stock
|
Class B Common
Stock
|
Additional
Paid-in
|
Accumulated
|
Stockholders’
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||||||||
Balance as of December 31, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
Net income
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance as of March 31, 2022 (unaudited)
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Net income
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance as of June 30, 2022 (unaudited)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|
Class A Common
Stock
|
Class B Common
Stock
|
Additional
Paid-in
|
Accumulated
|
Stockholders’
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
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)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Six Months Ended
June 30,
|
||||||||
2022
|
2021
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
|
$
|
|
||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Interest earned on investments held in Trust Account
|
(
|
)
|
(
|
)
|
||||
Unrealized gain on change in fair value of warrants
|
(
|
)
|
(
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
|
|
||||||
Accounts payable and accrued expenses
|
(
|
)
|
||||||
Taxes Payable
|
|
|||||||
Deferred legal fees
|
|
(
|
)
|
|||||
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
Net Change in Cash
|
(
|
)
|
(
|
)
|
||||
Cash, beginning of the period
|
|
|
||||||
Cash, end of period
|
$
|
|
$
|
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
Class A common stock subject to possible redemption
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Net income (loss) allocable to Class A common stock
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||
Denominator:
|
||||||||||||||||
Weighted Average Class A common stock
|
||||||||||||||||
Basic and Diluted weighted average shares outstanding, Class A common stock
|
|
|
|
|
||||||||||||
Basic and Diluted net income (loss) per share, Class A common stock
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||
|
||||||||||||||||
Class B common stock
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Net income (loss) allocable to Class B common stock
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||
Denominator:
|
||||||||||||||||
Weighted Average Class B common stock
|
||||||||||||||||
Basic and Diluted weighted average shares outstanding, Class B common stock
|
|
|
|
|
||||||||||||
Basic and Diluted net income (loss) per share, Class B common stock
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
Gross proceeds from IPO
|
$
|
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(
|
)
|
||
Common stock issuance costs
|
(
|
)
|
||
Plus:
|
||||
Accretion of carrying value to redemption value
|
|
|||
Class A common stock subject to possible redemption
|
$
|
|
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
|
June 30, 2022
|
Quoted Prices In
Active Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
Money Market funds held in Trust Account
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||
Liabilities:
|
||||||||||||||||
Warrant Liabilities—Public Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Warrant Liabilities—Private Placement Warrants
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
|
December 31, 2021
|
Quoted Prices In
Active Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
||||||||||||
Assets:
|
||||||||||||||||
Money Market funds held in Trust Account
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Liabilities:
|
||||||||||||||||
Warrant Liabilities—Public Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Warrant Liabilities—Private Placement Warrants
|
|
|
|
|
||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
Private Placement
Warrant
Liabilities
|
||||
Fair value as of December 31, 2021
|
$
|
|
||
Revaluation of warrant liabilities included in other income within the unaudited condensed
statement of operations for the three months ended March 31, 2022
|
(
|
)
|
||
Fair value as of March 31, 2022
|
$
|
|
||
Revaluation of warrant liabilities included in other income within the unaudited condensed statement of operations for the three months ended
June 30, 2022 |
( |
) | ||
Fair value as of June 30, 2022 |
$ |
Private Placement
Warrant
Liabilities
|
||||
Fair value as of December 31, 2020
|
$
|
|
||
Revaluation of warrant liabilities included in other income within the unaudited condensed
statement of operations for the three months ended March 31, 2021
|
(
|
)
|
||
Fair value as of March 31, 2021
|
$
|
|
||
Revaluation of warrant liabilities included in other income within the unaudited condensed statement of operations for the three months ended
June 30, 2021 |
||||
Fair value as of June 30, 2021 |
$ |
December 31,
2021
|
||||
Stock price
|
$
|
|
||
Exercise price
|
$
|
|
||
Risk free rate
|
|
%
|
||
Annual volatility
|
|
%
|
||
Time to exercise (years)
|
|
• |
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.
|
• |
The Company
was assumed not to be a dividend payer as it has not paid dividends in its history, nor does it intend to.
|
• |
The
risk-free rate was assumed to be the yield at the end of the period on the
|
Beginning Balance
|
$ | |||
Revaluation of warrant liabilities included in other income within the statement of operations for the three months ended
March 31, 2022
|
( |
) | ||
Transfer to Level 2
|
( |
) | ||
Fair value as of March 31, 2022 and June 30, 2022 |
$ |
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: August 15, 2022
|
By:
|
/s/ Ashok Nayyar
|
|
Ashok Nayyar
|
|||
Chief Executive Officer
(Principal Executive Officer)
|
ATLANTIC AVENUE ACQUISITION CORP
|
|||
|
|||
Date: August 15, 2022
|
By:
|
/s/ Barry Best
|
|
Barry Best
|
|||
Chief Financial Officer
(Principal Financial Officer)
|