UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

OTR Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-39708		85-2136914
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)


1395 Brickell Avenue, Suite 800, Miami, FL		33131
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (305) 697-9600

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	OTRAU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	OTRA	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	OTRAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of September 30, 2021, 10,630,179 shares of Class A common stock, par value $0.0001 per share, and 2,611,838 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.

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Explanatory Note

References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q/A to “we,” “us,” the “Company” or “our company” are to OTR Acquisition Corp., unless the context otherwise indicates.

This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on 10-Q of OTR Acquisition Corp. as of and for the fiscal period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 8, 2021 (the “Original Filing”).

In light of recent comment letters issued by the SEC, the Company has re-evaluated our application of ASC 480 10 S99 3A to its accounting and classification of the Class A common stock, par value, par value $0.0001 (the “Public Shares”), issued as part of the units sold in the Initial Public Offering on November 19, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Company’s amended and restated certificate of incorporation. In addition, in connection with the change in presentation for the Public Shares, management determined it should restate earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares of common stock. This presentation contemplates a an initial business combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on November 25, 2020 and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on May 18, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 (the “Affected Periods”). Therefore, on November 30, 2021, the management and the Company’s Audit Committee concluded that the previously issued financial statements for the Affected Periods should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company is restating 2021 interim financial statements for the Affected Periods herein and intends to restate the 2020 period herein.

The restatement does not have an impact on our cash position and cash held in the Trust Account.

The management has concluded that in light of the classification error described above, a material weakness exists in our internal control over financial reporting and that our disclosure controls and procedures were not effective.

In connection with the restatement, our management reassessed the effectiveness of our disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, we determined that our disclosure controls and procedures for such periods were not effective with respect to our internal controls around the proper accounting and classification of complex financial instruments. For more information, see Part I Item 4 included in this Amendment No. 1.

The restatement is more fully described in Note 2 of the notes to the financial statements included herein.

We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements:

Part I, Item 1. Financial Statements

Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Part I, Item 4. Controls and Procedures

Part II, Item 1A. Risk Factors

In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Amendment No. 1 (Exhibits 31.1, 31.2, 32.1 and 32.2).

Except as described above, no other information included in the Original Filing is being amended or updated by this Amendment No. 1 and this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.

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Item 1. Financial Statements

OTR ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2021		December 31, 2020
	(Unaudited)			(Restated)
Assets
Cash	$	450,559	$	991,720
Prepaid expenses		140,891		333,208
Total Current Assets		591,450		1,324,928

Cash and marketable securities held in Trust Account		107,086,751		107,094,493
Total Assets	$	107,678,201	$	108,419,421

Liabilities and Stockholders' Deficit
Current Liabilities
Accrued expenses	$	1,471	$	155,524
Total Current Liabilities		1,471		155,524

Deferred underwriting fee payable		3,395,389		3,395,389
Derivative warrant liabilities		5,888,962		11,224,383
Total Liabilities		9,285,822		14,775,296

Commitments and Contingencies

Class A common stock subject to possible redemption; 10,447,350 shares issued and outstanding at September 30, 2021 and December 31, 2020 (at approximately $10.25 per share)		107,085,338		107,085,338
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 182,829 shares issued and outstanding (excluding 10,447,350 shares subject to possible redemption) at September 30, 2021 and December 31, 2020		18		18
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,611,838 shares issued and outstanding at September 30, 2021 and December 31, 2020		262		262
Additional paid-in capital		—		—
Accumulated deficit		(8,693,239)		(13,441,493)
Total Stockholders' Deficit		(8,692,959)		(13,441,213)
Total Liabilities and Stockholders' Deficit	$	107,678,201	$	108,419,421

The accompanying notes are an integral part of these condensed financial statements.

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OTR ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


					For the period from
					July 23, 2020
	Three Months Ended		Nine Months Ended		(inception) through
	September 30, 2021		September 30, 2021		September 30, 2020
Operating costs	$	159,952	$	622,584	$	10,679
Loss from operations	$	(159,952)	$	(622,584)	$	(10,679)
Other income:
Interest earned on cash and marketable securities held in Trust Account		1,378		35,417		—
Change in fair value of derivative warrant liabilities		3,385,841		5,335,421		—
Net income / (loss)	$	3,227,267	$	4,748,254	$	(10,679)

Basic and diluted weighted average shares outstanding of redeemable Class A common stock		10,447,350		10,447,350		—
Basic and diluted net income per share, redeemable Class A common stock	$	0.24	$	0.36	$	—

Basic and diluted weighted average shares outstanding of non-redeemable common stock⁽¹⁾		2,794,667		2,794,667		2,611,838
Basic and diluted net income / (loss) per share, non-redeemable common stock	$	0.24	$	0.36	$	(0.00)

⁽¹⁾ For the three and nine months ended September 30, 2021, the basic and diluted weighted average shares outstanding of non-redeemable common stock consisted of 182,829 shares of Class A common stock and 2,611,838 shares of Class B common stock, respectively, and for the period from July 23, 2020 (inception) through September 30, 2020, the basic and diluted weighted average shares outstanding of non-redeemable common stock consisted of 2,611,838 shares of Class B common stock.

The accompanying notes are an integral part of these unaudited condensed financial statements.

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OTR ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the three and nine months ended September 30, 2021


	Common Stock											Total
	Class A			Class B				Additional		Accumulated		Stockholders'
	Shares	Amount		Shares		Amount		Paid-in Capital		Earnings (Deficit)		Deficit
Balance - January 1, 2021	182,829	$	18		2,611,838	$	262			$	(13,441,493)	$	(13,441,213)
Net income	—		—		—		—		—		4,247,588		4,247,588
Balance - March 31, 2021, as restated	182,829		18		2,611,838		262		—		(9,193,905)		(9,193,625)
Net loss	—		—		—		—		—		(2,726,601)		(2,726,601)
Balance - June 30, 2021, as restated	182,829		18		2,611,838		262		—		(11,920,506)		(11,920,226)
Net income	—		—		—		—		—		3,227,267		3,227,267
Balance - September 30, 2021	182,829	$	18		2,611,838	$	262	$	—	$	(8,693,239)	$	(8,692,959)

For the period from July 23, 2020 (inception) through September 30, 2020


	Common Stock											Total
	Class A			Class B				Additional		Accumulated		Stockholders'
	Shares	Amount		Shares		Amount		Paid-in Capital		Deficit		Equity
Balance - July 23, 2020 (inception)	—	$	—		—	$	—	$	—	$	—	$	—
Issuance of Class B common stock to Sponsor	—		—		2,875,000		288		24,712		—		25,000
Net loss	—		—		—		—		—		(10,679)		(10,679)
Balance - September 30, 2020	—	$	—		2,875,000	$	288	$	24,712	$	(10,679)	$	14,321

The accompanying notes are an integral part of these unaudited condensed financial statements.

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OTR ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


			For the period from
	For the nine months		July 23, 2020
	ended		(inception) through
	September 30, 2021		September 30, 2020
Cash Flows from Operating Activities:
Net income / (loss)	$	4,748,254	$	(10,679)
Adjustments to reconcile net income / (loss) to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(35,417)		—
Change in fair value of derivative warrant liabilities		(5,335,421)		—

Changes in operating assets and liabilities:
Prepaid expenses		192,317		—
Accrued expenses		(154,053)		8,500
Net cash used in operating activities		(584,320)		(2,179)

Cash Flows from Investing Activities:
Transfer from Trust Account		43,159		—
Net cash provided by investing activities		43,159		—

Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		—		25,000
Proceeds from issuance of note payable to Sponsor		—		185,701
Deferred offering costs paid		—		(183,522)
Net cash provided by financing activities		—		27,179

Net Change in Cash		(541,161)		25,000
Cash - Beginning of period		991,720		—
Cash - End of period	$	450,559	$	25,000

Non-cash investing and financing activities:
Deferred offering costs paid through promissory note - related party	$	—	$	183,522
Formation costs paid through promissory note - related party	$	—	$	2,179

The accompanying notes are an integral part of these unaudited condensed financial statements.

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OTR ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

OTR Acquisition Corp. (the “Company”) was incorporated in Delaware on July 23, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, however, the Company intends to concentrate its efforts to initially focus on identifying businesses within North America. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not yet commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 17, 2020. On November 19, 2020, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered thereby, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100.0 million, and incurring offering costs (inclusive of the partial exercise of the underwriters’ over-allotment option on November 19, 2020) of approximately $7.1 million, including $1.3 million of underwriting discount and $3.4 million in deferred underwriting commissions (see Note 7). The Company issued to the underwriters, 182,829 shares of Class A common stock ("Representative Shares") upon the consummation of the Initial Public Offering (see Note 7). The underwriters were granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On November 19, 2020, the underwriters partially exercised their over-allotment option resulting in the purchase of an additional 447,350 Units, resulting in incremental gross proceeds of approximately $4.5 million. The underwriters waived their right to exercise the remaining over-allotment option on December 21, 2020.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,650,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $5.7 million. In connection with the partial exercise of the underwriters’ over-allotment option, the Sponsor purchased an additional 167,757 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating additional gross proceeds of $0.17 million (see Note 5).

Upon the closing of the Initial Public Offering and the Private Placement (including the additional Units and additional Private Placement Warrants sold in connection with the partial exercise of the underwriters’ over-allotment option), $107.1 million ($10.25 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The funds in the Trust Account can only be invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of an initial Business Combination and (ii) the distribution of the Trust Account as described below.

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OTR ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.25 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants, will be held in the Trust Account.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of its initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of its initial Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.25 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of an initial Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC Topic 480, “Distinguishing Liabilities from Equity.”

The Company will only proceed with an initial Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares are voted in favor of the initial Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing an initial Business Combination. If, however, stockholder approval of the initial Business Combination is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the SEC’s proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with an initial Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6), and any Public Shares purchased by the Sponsor during or after the Initial Public Offering in favor of approving the initial Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of an initial Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

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OTR ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of an initial Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until May 19, 2022, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.25 per share.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if, and to the extent, any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.25 per Public Share; and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.25 per share due to reductions in the value of the trust assets, due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account, nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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OTR ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTE 2 ─ RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continued)

Impact of the Restatement

The impact of the restatement on the financial statements for the non-reliance periods is presented below. The table below summarizes the changes to the previously issued financial information.


	As Previously Reported		Adjustment		As Restated
Statement of Operations for the nine months ended September 30, 2021
Net income	$	4,748,254	$	—	$	4,748,254
Weighted average shares outstanding, Class A common stock		10,630,179		(10,630,179)		—
Basic and diluted net income per share, Class A common stock	$	0.36	$	(0.36)	$	—
Weighted average shares outstanding, Class B common stock		2,611,838		(2,611,838)		—
Basic and diluted net income per share, Class B common stock	$	0.36	$	(0.36)	$	—
Weighted average shares outstanding, redeemable Class A common stock		—		10,447,350		10,447,350
Basic and diluted net income per share, redeemable Class A common stock	$	—	$	0.36	$	0.36
Weighted average shares outstanding, non-redeemable common stock		—		2,794,667		2,794,667
Basic and diluted net income per share, non-redeemable common stock	$	—	$	0.36	$	0.36


	As Previously Reported		Adjustment		As Restated
Statement of Operations for the three months ended September 30, 2021
Net income	$	3,227,267	$	—	$	3,227,267
Weighted average shares outstanding, Class A common stock		10,630,179		(10,630,179)		—
Basic and diluted net income per share, Class A common stock	$	0.24	$	(0.24)	$	—
Weighted average shares outstanding, Class B common stock		2,611,838		(2,611,838)		—
Basic and diluted net income per share, Class B common stock	$	0.24	$	(0.24)	$	—
Weighted average shares outstanding, redeemable Class A common stock		—		10,447,350		10,447,350
Basic and diluted net income per share, redeemable Class A common stock	$	—	$	0.24	$	0.24
Weighted average shares outstanding, non-redeemable common stock		—		2,794,667		2,794,667
Basic and diluted net income per share, non-redeemable common stock	$	—	$	0.24	$	0.24


	As Previously Reported		Adjustment		As Restated
Balance sheet as of June 30, 2021
Class A common stock subject to possible redemption (at approximately $10.25 per share)	$	90,165,111	$	16,920,227	$	107,085,338
Stockholders’ equity (deficit)
Class A common stock, $0.0001 par value		184		(166)		18
Class B common stock, $0.0001 par value		262		—		262
Additional paid-in capital		6,759,358		(6,759,358)		—
Accumulated deficit		(1,759,803)		(10,160,703)		(11,920,506)
Total stockholders’ equity/(deficit)	$	5,000,001	$	(16,920,227)	$	(11,920,226)

Table of Contents

OTR ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTE 2 ─ RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continued)

Impact of the Restatement (Continued)


	As Previously Reported		Adjustment		As Restated
Statement of Operations for the six months ended June 30, 2021
Net income	$	1,520,987	$	—	$	1,520,987
Weighted average shares outstanding, Class A common stock		10,630,179		(10,630,179)		—
Basic and diluted net income per share, Class A common stock	$	—	$	—	$	—
Weighted average shares outstanding, Class B common stock		2,611,838		(2,611,838)		—
Basic and diluted net income per share, Class B common stock	$	0.58	$	(0.58)	$	—
Weighted average shares outstanding, redeemable Class A common stock		—		10,447,350		10,447,350
Basic and diluted net income per share, redeemable Class A common stock	$	—	$	0.11	$	0.11
Weighted average shares outstanding, non-redeemable common stock		—		2,794,667		2,794,667
Basic and diluted net income per share, non-redeemable common stock	$	—	$	0.11	$	0.11


	As Previously Reported		Adjustment		As Restated
Statement of Operations for the three months ended June 30, 2021
Net loss	$	(2,726,601)	$	—	$	(2,726,601)
Weighted average shares outstanding, Class A common stock		10,630,179		(10,630,179)		—
Basic and diluted net loss per share, Class A common stock	$	—	$	—	$	—
Weighted average shares outstanding, Class B common stock		2,611,838		(2,611,838)		—
Basic and diluted net loss per share, Class B common stock	$	(1.03)	$	1.03	$	—
Weighted average shares outstanding, redeemable Class A common stock		—		10,447,350		10,447,350
Basic and diluted net loss per share, redeemable Class A common stock	$	—	$	(0.21)	$	(0.21)
Weighted average shares outstanding, non-redeemable common stock		—		2,794,667		2,794,667
Basic and diluted net loss per share, non-redeemable common stock	$	—	$	(0.21)	$	(0.21)


	As Previously Reported		Adjustment		As Restated
Statement of Cash Flows for the six months ended June 30, 2021
Supplemental Disclosure of Non-Cash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	1,520,987	$	(1,520,987)	$	—

Table of Contents

OTR ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTE 2 ─ RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continued)

Impact of the Restatement (Continued)


	As Previously Reported		Adjustment		As Restated
Balance sheet as of March 31, 2021
Class A common stock subject to possible redemption (at approximately $10.25 per share)	$	92,891,712	$	14,193,626	$	107,085,338
Stockholders’ equity (deficit)
Class A common stock, $0.0001 par value		157		(139)		18
Class B common stock, $0.0001 par value		262		—		262
Additional paid-in capital		4,032,784		(4,032,784)		—
Accumulated deficit		966,798		(10,160,703)		(9,193,905)
Total stockholders’ equity/(deficit)	$	5,000,001	$	(14,193,626)	$	(9,193,625)


	As Previously Reported		Adjustment		As Restated
Statement of Operations for the three months ended March 31, 2021
Net income	$	4,247,588	$	—	$	4,247,588
Weighted average shares outstanding, Class A common stock		10,630,179		(10,630,179)		—
Basic and diluted net income per share, Class A common stock	$	—	$	—	$	—
Weighted average shares outstanding, Class B common stock		2,611,838		(2,611,838)		—
Basic and diluted net income per share, Class B common stock	$	1.61	$	(1.61)	$	—
Weighted average shares outstanding, redeemable Class A common stock		—		10,447,350		10,447,350
Basic and diluted net income per share, redeemable Class A common stock	$	—	$	0.32	$	0.32
Weighted average shares outstanding, non-redeemable common stock		—		2,794,667		2,794,667
Basic and diluted net income per share, non-redeemable common stock	$	—	$	0.32	$	0.32


	As Previously Reported		Adjustment		As Restated
Statement of Cash Flows for the three months ended March 31, 2021
Supplemental Disclosure of Non-Cash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	4,247,588	$	(4,247,588)	$	—

Table of Contents

OTR ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTE 3 ─ SIGNIFICANT ACCOUNTING POLICIES (Continued)

Emerging Growth Company (Continued)

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Going Concern

As of September 30, 2021, the Company had $0.45 million in operating cash and working capital of $0.59 million.

The Company's liquidity needs had been satisfied with the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with an initial Business Combination, Sponsor, an affiliate of the Sponsor, or certain of the Company's officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”) To date, there were no amounts outstanding under any Working Capital Loan.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 19, 2022.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available, and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents, outside of funds held in the Trust Account, as of December 31, 2020. As of September 30, 2021, the Company did not have any cash equivalents.

Table of Contents

OTR ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTE 3 ─ SIGNIFICANT ACCOUNTING POLICIES (Continued)

Marketable Securities Held in Trust Account

As of September 30, 2021, the Company had $107.1 million of assets held in Trust Account held in mutual funds. As of December 31, 2020, $0.13 million of the assets held in the Trust Account were held in money market funds, and $106.97 million were held in government securities.

Common Stock Subject to Possible Redemption

All of the 10,447,350 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A, “Classification and Measurement of Redeemable Securities,” redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

As of September 30, 2021 and December 31, 2020, the shares of Class A common stock reflected on the balance sheet are reconciled in the following table:


Gross proceeds	$	104,473,500

Less:
Proceeds allocated to public warrants		(3,904,107)
Class A shares issuance costs		(4,940,543)
Plus:
Accretion of carrying value to redemption value		11,456,488

Class A common stock subject to possible redemption	$	107,085,338

Net Income Per Share of Common Stock

The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per common stock is computed by dividing the pro rata net loss between the Class A common stock and the Class B common stock by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 11,041,432 shares of Class A common stock in the aggregate.

Table of Contents

OTR ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTE 3 ─ SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Income Per Share of Common Stock (Continued)


					For the Period from
					July 23,2020
	For the Nine Months Ended		For the Three Months Ended		(inception) through
	September 30, 2021		September 30, 2021		September 30, 2020
Common stock subject to possible redemption
Numerator:
Net income allocable to Class A common stock subject to possible redemption	$	3,746,157	$	2,546,167	$	—
Denominator:

		PAGE

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements

	Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020 (Restated)	2

	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2021 (Unaudited) (restating due to EPS) and for the period from July 23, 2020 (inception) through September 30, 2020	3

	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2021 (Unaudited) and for the period from July 23, 2020 (inception) through September 30, 2020	4

	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2021 (Unaudited) and for the period from July 23, 2020 (inception) through September 30, 2020	5

	Notes to Unaudited Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	29

PART II. OTHER INFORMATION		30

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

Part III. Signature		33