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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant |
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Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
Non-accelerated filer |
☒ |
Smaller reporting company |
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Emerging growth company |
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Page No. |
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Item 1. |
4 |
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4 |
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5 |
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6 |
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7 |
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8 |
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Item 2. |
24 |
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Item 3. |
29 |
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Item 4. |
29 |
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Item 1. |
30 |
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Item 1A |
30 |
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Item 2. |
30 |
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Item 3. |
31 |
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Item 4. |
31 |
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Item 5. |
31 |
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Item 6. |
31 |
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30 |
September 30, 2021 |
December 31, 2020 |
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(Unaudited) |
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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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Investments held in Trust Account |
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Deferred offering costs associated with initial public offering |
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Total Assets |
$ |
$ |
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Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit): |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses |
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Franchise tax payable |
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Due to related parties |
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Total current liabilities |
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Deferred legal fees |
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Deferred underwriting commissions |
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Derivative warrant liabilities |
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Total Liabilities |
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Commitments and Contingencies |
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Class A common stock subject to possible redemption, $ - |
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Stockholders’ Equity (Deficit): |
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Preferred stock, $ |
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Class A common stock, $ shares authorized; |
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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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Total stockholders’ equity (deficit) |
( |
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Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
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For the three months ended |
For the nine months ended |
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September 30, 2021 |
September 30, 2021 |
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General and administrative expenses |
$ | $ | ||||||
Franchise tax expenses |
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Loss from operations |
( |
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Other income (expenses): |
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Interest income earned in operating account |
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Income from investments held in Trust Account |
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Loss upon issuance of private placement warrants |
( |
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Offering costs associated with derivative warrant liabilities |
( |
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Change in fair value of derivative warrant liabilities |
( |
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Total other income (expenses) |
( |
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Net loss |
$ | ( |
) | $ | ( |
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Weighted average shares outstanding of Class A common stock |
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Basic and diluted net loss per share, Class A common stock |
$ | ( |
) | $ | ( |
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Weighted average shares outstanding of Class B common stock |
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Basic and diluted net loss per share, Class B common stock |
$ | ( |
) | $ | ( |
) | ||
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Common Stock |
Total |
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Class A |
Class B |
Additional Paid-In |
Accumulated |
Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
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Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Accretion of Class A common stock subject to possible redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
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Net loss |
— | — | — | — | — | ( |
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Balance - March 31, 2021 (Unaudited, as restated) |
$ |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
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Net loss |
— | — | — | — | — | ( |
) | ( |
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Balance - June 30, 2021 (Unaudited, as restated) |
$ |
— |
$ |
$ |
— |
$ |
( |
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$ |
( |
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Net loss |
— | — | — | — | — | ( |
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Balance - September 30, 2021 (Unaudited) |
$ |
$ |
$ |
— |
$ |
( |
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$ |
( |
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For the nine months ended |
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September 30, 2021 |
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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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General and administrative expenses paid by related party under promissory note |
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Income from investments held in Trust Account |
( |
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Loss upon issuance of private placement warrants |
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Offering costs associated with derivative warrant liabilities |
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Change in fair value of derivative warrant liabilities |
( |
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Legal expenses deferred until business combination |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
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Accounts payable |
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Accrued expenses |
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Franchise tax payable |
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Net cash used in operating activities |
( |
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Cash Flows from Investing Activities |
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Cash deposited in Trust Account |
( |
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Net cash used in investing activities |
( |
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Cash Flows from Financing Activities: |
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Proceeds from loans from related parties |
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Repayment of loans from related parties |
( |
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Proceeds received from initial public offering, gross |
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Proceeds received from private placement |
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Offering costs paid |
( |
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Net cash provided by financing activities |
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Net increase in cash |
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Cash - beginning of the period |
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Cash - end of the period |
$ |
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Supplemental disclosure of noncash activities: |
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Offering costs included in accounts payable |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Offering costs paid by related party under promissory note |
$ | |||
Prepaid expenses paid by related party under promissory note |
$ | |||
Reversal of accrued expenses |
$ | |||
Deferred underwriting commissions in connection with the initial public offering |
$ | |||
Deferred legal fees |
$ |
As of March 9, 2021 |
As Reported |
Adjustment |
As Restated |
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Total assets |
$ |
$ |
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Total liabilities |
$ |
$ |
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Class A common stock subject to possible redemption |
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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 |
( |
) |
( |
) |
( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Common Stock Subject to Possible |
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Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
As of March 31, 2021 (unaudited) |
As Reported |
Adjustment |
As Restated |
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Total assets |
$ |
$ |
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Total liabilities |
$ |
$ |
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Class A common stock subject to possible redemption |
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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 |
( |
) |
( |
) |
( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
For the three months ended March 31, 2021 (unaudited) |
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As Reported |
Adjustment |
As Restated |
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Supplemental Disclosure of Noncash Financing Activities: |
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Value of Class A common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
As of June 30, 2021 (unaudited) |
As Reported |
Adjustment |
As Restated |
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Total assets |
$ |
$ |
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Total liabilities |
$ |
$ |
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Class A common stock subject to possible redemption |
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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 |
( |
) |
( |
) |
( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
For the period six months ended June 30, 2021 (unaudited) |
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As Reported |
Adjustment |
As Restated |
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Supplemental Disclosure of Noncash Financing Activities: |
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Value of Class A common stock subject to possible redemption |
$ |
$ |
( |
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$ |
Earnings Per Share for Class A common stock |
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As Reported |
Adjustment |
As Adjusted |
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Form 10-Q (March 31, 2021)—For the three months ended March 31, 2021 (unaudited) |
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Net loss |
$ |
( |
) |
$ |
$ |
( |
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Weighted average shares outstanding |
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Basic and diluted earnings per share |
$ |
$ |
( |
) |
$ |
( |
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Form 10-Q (June 30, 2021)—For the three months ended June 30, 2021 (unaudited) |
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Net loss |
$ |
( |
) |
$ |
$ |
( |
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Weighted average shares outstanding |
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Basic and diluted earnings per share |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Form 10-Q (June 30, 2021)—For the six months ended June 30, 2021 (unaudited) |
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Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
( |
) |
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Basic and diluted earnings per share |
$ |
$ |
( |
) |
$ |
( |
) |
Earnings Per Share for Class B common stock |
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As Reported |
Adjustment |
As Adjusted |
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Form 10-Q (March 31, 2021)—For the three months ended March 31, 2021 (unaudited) |
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Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
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Basic and diluted earnings per share |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Form 10-Q (June 30, 2021)—For the three months ended June 30, 2021 (unaudited) |
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Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
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Basic and diluted earnings per share |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Form 10-Q (June 30, 2021)—For the six months ended June 30, 2021 (unaudited) |
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Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
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Basic and diluted earnings per share |
$ |
( |
) |
$ |
$ |
( |
) |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the Three Months Ended September 30, 2021 |
For the 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 income (loss) per common share: |
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Numerator: |
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Allocation of net income (loss) |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
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Denominator: |
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Basic and diluted weighted average common shares outstanding |
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Basic and diluted net income (loss) per common share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
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• | in whole and not in part; |
• | |
• | |
• | if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any |
• | in whole and not in part; |
• | at $ provided |
• | if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any |
Gross proceeds |
$ | |||
Less: |
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Proceeds allocated to Public Warrants |
( |
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Class A common stock issuance costs |
( |
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Plus: |
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Accretion of carrying value to redemption value |
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Class A common stock subject to possible redemption |
$ | |||
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Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account—U.S. Treasury Securities (1) |
$ | $ | $ | |||||||||
Liabilities: |
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Derivative warrant liabilities |
$ | $ | $ |
(1) |
Excludes $ |
As of September 30, 2021 |
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Exercise price |
$ | |||
Stock price |
$ | |||
Volatility |
% | |||
Term |
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Risk-free rate |
% | |||
Dividend yield |
% |
Level 3—Derivative warrant liabilities at January 1, 2021 |
$ | |||
Issuance of Public and Private Warrants |
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Change in fair value of derivative warrant liabilities |
( |
) | ||
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Level 3—Derivative warrant liabilities at March 31, 2021 |
$ | |||
Transfer to Level 1 |
( |
) | ||
Change in fair value of derivative warrant liabilities |
( |
) | ||
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Level 3—Derivative warrant liabilities at June 30, 2021 |
$ | |||
Change in fair value of derivative warrant liabilities |
( |
) | ||
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Level 3—Derivative warrant liabilities at September 30, 2021 |
$ | |||
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• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one |
• | may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock; |
• | could cause a change in control if a substantial number of shares of our Class A 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 share 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 an initial 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 Class A 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 Class A 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. |
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they 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. |
DMY TECHNOLOGY GROUP, INC. IV | ||
By: | /s/ Niccolo de Masi | |
Name: | Niccolo de Masi | |
Title: | Chief Executive Officer |