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-sixth of one redeemable Warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page |
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1 | ||||
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5 | ||||
18 | ||||
21 | ||||
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25 | ||||
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27 |
September 30, 2021 |
December 31, 2020 |
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(Unaudited) |
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ASSETS |
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Current assets |
||||||||
Cash equivalents |
$ | $ | ||||||
Prepaid expenses |
— | |||||||
Total Current Assets |
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Deferred offering costs |
— | |||||||
Investments held in Trust Account |
— | |||||||
TOTAL ASSETS |
$ |
$ |
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LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
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Current liabilities |
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Accrued expenses |
$ | $ | ||||||
Accrued offering costs |
— | |||||||
Promissory note – related party |
— | |||||||
Total Current Liabilities |
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Deferred underwriting fee payable |
— | |||||||
Warrant Liability |
— | |||||||
Total Liabilities |
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Commitments and Contingencies |
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Class A common stock subject to possible redemption, , respectively |
— | |||||||
Stockholders’ (Deficit) Equity |
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Preferred stock, $ |
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Class A common stock, $ ; |
— | |||||||
Class B common stock, $ |
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Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Stockholders’ (Deficit) Equity |
( |
) |
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
$ |
$ |
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Three Months Ended September 30, 2021 |
Nine Months Ended September 30, 2021 |
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Operating and formation costs |
$ | $ | ||||||
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|
|
|
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Loss from operations |
( |
) |
( |
) | ||||
Other income: |
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Change in fair value of warrant liability |
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Interest income - bank |
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Interest earned on investments held in Trust Account |
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Total other income |
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Net income |
$ |
$ |
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|
|
|
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Weighted average shares outstanding, Class A common stock |
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|
|
|
|||||
Basic and diluted earnings per share, Class A common stock |
$ |
$ |
||||||
|
|
|
|
|||||
Weighted average shares outstanding, Class B common stock |
||||||||
|
|
|
|
|||||
Basic and diluted earnings per share, Class B common stock |
$ |
$ |
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|
|
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
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Balance – January 1, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Accretion of Class A common stock to redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Cash paid in excess of fair value for Private Placement Warrants |
— | — | — | — | — | |||||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
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|
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Balance – March 31, 2021 (see Note 2 - as restated) |
( |
) |
( |
) | ||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance – June 30, 2021 (see Note 2 - as restated) |
( |
) |
( |
) | ||||||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
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|
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|
|
|
|
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|
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Balance – September 30, 2021 |
$ | $ |
$ | $ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
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Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
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Interest earned on investments held in Trust Account |
( |
) | ||
Change in fair value of warrant liability |
( |
) | ||
Transaction costs related to warrant liability |
||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
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Investment of cash in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
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Cash Flows from Financing Activities: |
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Proceeds from sale of Units, net of underwriting discounts paid |
||||
Proceeds from sale of Private Placement Warrants |
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Advances from related party |
||||
Repayment of advances from related party |
( |
) | ||
Repayment of promissory note –related party |
( |
) | ||
Payment of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net Change in Cash and Cash Equivalents |
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Cash Equivalents – Beginning of period |
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|
|
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Cash Equivalents – End of period |
$ |
|||
|
|
|||
Non-Cash investing and financing activities: |
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Offering costs paid through promissory note |
$ | |||
|
|
|||
Deferred underwriting fee payable |
$ | |||
|
|
Condensed Balance Sheet as of March 31, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Class A common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Class A common stock |
$ |
$ |
( |
) |
$ |
|||||||
Additional paid-in capital |
$ |
$ |
( |
) |
$ |
|||||||
Retained Earnings (accumulated deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Stockholders’ Equity (Deficit) |
$ |
$ |
( |
) |
$ |
( |
) |
Condensed Balance Sheet as of June 30, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Class A common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Class A common stock |
$ |
$ |
( |
) |
$ |
|||||||
Additional paid-in capital |
$ |
$ |
( |
) |
$ |
|||||||
Accumulated deficit |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Total Stockholders’ Equity (Deficit) |
$ |
$ |
( |
) |
$ |
( |
) |
Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Basic and diluted weighted average shares outstanding, Class A common stock |
( |
) |
||||||||||
Basic and diluted net loss per common stock, Class A common stock |
$ |
$ |
$ |
|||||||||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||||||||||
Basic and diluted net loss per common stock, Class B common stock |
$ |
$ |
( |
) |
$ |
Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Basic and diluted weighted average shares outstanding, Class A common stock |
||||||||||||
Basic and diluted net income per common stock, Class A common stock |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||||||||||
Basic and diluted net income (loss) per common stock, Class B common stock |
$ |
( |
) |
$ |
$ |
( |
) |
Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Basic and diluted weighted average shares outstanding, Class A common stock |
( |
) |
||||||||||
Basic and diluted net income per common stock, Class A common stock |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||||||||||
Basic and diluted net income (loss) per common stock, Class B common stock |
$ |
( |
) |
$ |
$ |
( |
) |
Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Non-cash investing and financing activities: |
||||||||||||
Initial classification of Class A common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
|||||||
Change in value of Class A common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Non-cash investing and financing activities: |
||||||||||||
Initial classification of Class A common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
|||||||
Change in value of Class A common stock subject to possible redemption |
$ |
( |
) |
$ |
$ |
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 |
|||||||||||||
Basic and diluted net income per share of common stock |
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Numerator: |
||||||||||||||||
Allocation of net income, as adjusted |
$ | $ | $ | $ | ||||||||||||
Denominator: |
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Basic and diluted weighted average shares outstanding |
||||||||||||||||
Basic and diluted net income per share of common stock |
$ | $ | $ | $ |
• | 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 for any 20 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the Reference Value (as defined above) equals or exceeds $ |
• | if the Reference Value is less than $ |
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. |
Level |
September 30, 2021 |
|||||||
Assets: |
||||||||
Investments held in Trust Account |
1 | $ | ||||||
Liabilities: |
||||||||
Warrant Liability – Public Warrants |
1 | $ | ||||||
Warrant Liability – Private Placement Warrants |
3 | $ |
Input: |
September 30, 2021 |
|||
IPO Price (per unit) |
$ | |||
Underlying Asset Price (per share) |
$ | |||
Strike Price |
$ | |||
Time to Maturity (Years) |
||||
Concluded Volatility for Black-Scholes Model |
% | |||
Risk Free Rate |
% | |||
Common Stock Dividend |
% |
Private Placement Warrants |
Public Warrants |
Warrant Liabilities |
||||||||||
Fair value as of January 1, 2021 |
$ | $ | $ | |||||||||
Initial measurement on March 4, 2021 |
||||||||||||
Change in fair value |
( |
) | ( |
) | ( |
) | ||||||
Transfers to Level 1 |
( |
) | ( |
) | ||||||||
Fair value as of September 30, 2021 |
$ | $ | $ | |||||||||
* | Filed herewith. |
** | Furnished herewith. |
ADVANCED MERGER PARTNERS, INC. | ||||||
Date: |
By: | /s/ Roy J. Katzovicz | ||||
Name: | Roy J. Katzovicz | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: |
By: | /s/ Stephen Katchur | ||||
Name: | Stephen Katchur | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |