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) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
1 | ||||||
ITEM 1. |
1 | |||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
ITEM 2. |
19 | |||||
ITEM 3. |
25 | |||||
ITEM 4. |
26 | |||||
27 | ||||||
ITEM 1. |
27 | |||||
ITEM 1A. |
27 | |||||
ITEM 2. |
27 | |||||
ITEM 3. |
28 | |||||
ITEM 4. |
28 | |||||
ITEM 5. |
28 | |||||
ITEM 6. |
29 | |||||
30 |
ITEM 1. |
FINANCIAL STATEMENTS |
September 30, 2021 |
December 31, 2020 |
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(Unaudited) |
(Audited) |
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ASSETS |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total Current Assets |
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Deferred offering costs |
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Marketable securities held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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|
|
|
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LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
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Current liabilities |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Accrued offering costs |
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Promissory note |
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Promissory note — related party loan |
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Total Current Liabilities |
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Warrant liability |
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Deferred underwriting fee payable |
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TOTAL LIABILITIES |
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Commitments (Note 6) |
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Class A common stock subject to possible redemption |
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Stockholders’ (Deficit) Equity |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
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|
|
|
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Total Stockholders’ (Deficit) Equity |
( |
) |
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|
|
|
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TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
$ |
$ |
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|
|
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
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2021 |
2021 |
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Operating and formation costs |
$ | $ | ||||||
Loss from operations |
( |
) | ( |
) | ||||
Other income (expense): |
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Interest earned on marketable securities held in Trust Account |
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Change in fair value of warrant liability |
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Change in fair value of promissory note |
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Unrealized loss on marketable securities held in Trust Account |
( |
) | ||||||
Other income, net |
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Net income (loss) |
$ |
$ |
( |
) | ||||
Basic and diluted weighted average shares outstanding, Class A common stock |
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Basic and diluted net income (loss) per share, Class A common stock |
$ |
$ |
( |
) | ||||
Basic and diluted weighted average shares outstanding, C common stocklass B |
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Basic and diluted net income (loss) per share, Class B common stock |
$ |
$ |
( |
) | ||||
Class A Common Stock |
Class B Common Stock |
Additional Paid |
Accumulated |
Total Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
in Capital |
Deficit |
(Deficit) Equity |
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Balance – January 1, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Cash Placement Warrants |
— | — | — | — | — | |||||||||||||||||||||||
Accretion for Class A common stock to redemption amount |
— |
— | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
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Balance – March 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance – June 30, 2021 |
$ |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
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|
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|
|
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|
|
|
|
|
|
|
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Balance – September 30, 2021 |
— |
$ |
— |
$ |
$ |
— |
$ |
( |
) | $ |
( |
) | ||||||||||||||||
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|
|
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Change in fair value of warrant liability |
( |
) | ||
Interest earned on marketable securities held in Trust Account |
( |
) | ||
Transaction costs incurred in connection with the issuance of warrants |
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Change in fair value of promissory note |
( |
) | ||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accounts payable and accrued expenses |
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|
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Net cash used in operating activities |
( |
) | ||
|
|
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Cash Flows from Investing Activities: |
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Investment of cash in Trust Account |
( |
) | ||
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|
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Net cash used in investing activities |
( |
) | ||
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|
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Cash Flows from Financing Activities: |
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Proceeds from sale of Units, net of underwriting discounts paid |
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Proceeds from sale of Private Placement Warrants |
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Repayment of promissory note – related party |
( |
) | ||
Proceeds from promissory note – related party |
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Proceeds from promissory note – related party |
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Payment of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
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|
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Net Change in Cash |
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Cash – Beginning of period |
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|
|
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Cash – End of period |
$ |
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|
|
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Non-Cash investing and financing activities: |
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Initial classification of common stock subject to possible redemption |
$ | |||
|
|
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Deferred underwriting fee payable |
$ | |||
|
|
Gross proceeds |
$ |
|||
Less: |
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Proceeds allocated to Public Warrants |
$ |
( |
) | |
Class A common stock issuance costs |
$ |
( |
) | |
Plus: |
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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 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net loss per common stock |
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Numerator: |
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Allocation of net loss, as adjusted |
$ | $ | $ |
( |
) | $ |
( |
) | ||||||||
Denominator : |
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Basic and diluted weighted average shares outstanding |
||||||||||||||||
Basic and diluted net loss per common stock |
$ | $ | $ |
( |
) |
$ |
( |
) |
September 30, 2021 |
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Expected volatility (%) |
% | |||
Risk-free interest rate (%) |
% | |||
Expected dividend yield (%) |
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Conversion price |
$ | |||
Underlying share price |
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Underlying value per private warrant |
$ | |||
Convertible notes amount |
$ | |||
Fair value of the conversion feature |
$ |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the closing price of the Class A common stock equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of the Class A common stock equals or exceeds $ |
• | if, and only if, the closing price of our Class A common stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any |
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 |
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Assets: |
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Marketable securities held in Trust Account |
1 | $ | ||||||
Liabilities: |
||||||||
Warrant Liability – Public Warrants |
1 | |||||||
Warrant Liability – Private Placement Warrants |
2 | |||||||
Convertible Promissory Note |
3 |
September 30, 2021 |
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Input |
Private Warrants |
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Market price of public shares |
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Risk-free rate |
% | |||
Dividend yield |
% | |||
Volatility |
% | |||
Exercise price |
||||
Effective expiration date |
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One-touch hurdle |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of January 1, 2021 |
$ | |||||||||||
Initial measurement on February 4, 2021 |
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Change in fair value |
||||||||||||
Transfers out of Level 3 to Level 1 |
— |
( |
) |
( |
) | |||||||
Transfers out of Level 3 to Level 2 |
( |
) |
— |
( |
) | |||||||
Fair value as of June 30, 2021 |
$ | |||||||||||
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
• | may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common shares on a greater than one-to-one |
• | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our Class A common stock and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after a Business Combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
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. |
* | Filed herewith. |
** | This certification is furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it 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. |
THIMBLE POINT ACQUISITION CORP. | ||||
Date: November 4, 2021 | /s/ Elon S. Boms | |||
Name: Elon S. Boms | ||||
Title: Chief Executive Officer and Chairman |