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) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
(Address of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
March 31, 2022 (Unaudited) |
December 31, 2021 |
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ASSETS |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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Marketable securities held in trust account |
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Other assets |
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Total assets |
$ |
$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Note payable—related parties |
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Franchise tax payable |
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Accrued expenses |
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Total current liabilities |
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Warrant liabilities |
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Deferred underwriting compensation |
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Deferred legal fees |
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Total liabilities |
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Commitments and Contingencies |
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Common stock, $ subject to possible redemption, |
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Stockholders’ Deficit: |
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Preferred stock, $ |
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Class A common stock, $ (1) |
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Class B common stock, $ |
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Additional paid-in capital (1) |
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Accumulated deficit (1) |
( |
) | ( |
) | ||||
Total stockholders’ deficit (1) |
( |
) | ( |
) | ||||
Total Liabilities and Stockholders’ Deficit |
$ |
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1. |
March 31, 2021 values were restated in Note 2 of the Company’s Quarterly Report on Form 10-Q for June 30, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 16, 2021. |
Three Months Ended March 31, 2022 |
Three Months Ended March 31, 2021 |
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Formation and operating costs |
$ | $ | ||||||
Franchise tax expense |
||||||||
Loss from operations |
( |
) | ( |
) | ||||
Other Income (Expense): |
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Change in fair value of derivative warrant liabilities |
||||||||
Offering costs allocated to derivative warrant liabilities |
( |
) | ||||||
Interest on marketable securities |
||||||||
Net Income |
$ | $ | ||||||
Weighted average shares outstanding of Class A common stock, basic and diluted (1) |
||||||||
Basic and diluted net income per share of Class A common stock (1) |
$ |
$ |
||||||
Weighted average shares outstanding of Class B common stock, basic and diluted (1) |
||||||||
Basic and diluted net income per share of Class B common stock (1) |
$ |
$ |
||||||
1. |
March 31, 2021 values were restated in Note 2 of the Company’s Quarterly Report on Form 10-Q for June 30, 2021 filed with the SEC on August 16, 2021. |
Common Stock |
Additional |
Total |
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Class B |
Paid-In |
Accumulated |
Stockholders’ |
|||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||
Balance as of January 1, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
Net income (unaudited) |
— | — | — | |||||||||||||||||
Balance as of March 31, 2022 (unaudited) |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
Common Stock |
Additional |
Total |
||||||||||||||||||
Class B |
Paid-In |
Accumulated |
Stockholders’ |
|||||||||||||||||
Shares |
Amount |
Capital (1) |
Deficit (1) |
Deficit (1) |
||||||||||||||||
Balance as of January 1, 2021 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
Excess cash received over fair value of Private Placement Warrants |
— | — | — | |||||||||||||||||
Accretion of Class A Common Stock to redemption value (1) |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Net income (unaudited) |
— | — | — | |||||||||||||||||
Balance as of March 31, 2021 (unaudited) |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
1. |
March 31, 2021 values were restated in Note 2 of the Company’s Quarterly Report on Form 10-Q for June 30, 2021 filed with the SEC on August 16, 2021. |
For the Three |
For the Three |
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Months Ended |
Months Ended |
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March 31, 2022 |
March 31, 2021 |
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Cash Flows from Operating Activities |
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Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash used in operating activities |
||||||||
Interest earned on marketable securities |
( |
) | ( |
) | ||||
Offering costs allocated to derivative warrant liabilities |
||||||||
Change in fair value of warrant liabilities |
( |
) | ( |
) | ||||
Changes in operating assets and liabilities |
||||||||
Prepaid expenses |
( |
) | ( |
) | ||||
Other assets |
( |
) | ||||||
Accounts payable |
||||||||
Accrued offering and formation costs |
( |
) | ||||||
Deferred legal fees |
||||||||
Net cash used by operating activities |
( |
) | ( |
) | ||||
Cash Flows from Investing Activities |
||||||||
Cash deposited in Trust Account |
( |
) | ||||||
Net cash used in investing activities |
( |
) | ||||||
Cash Flows from Financing Activities |
||||||||
Proceeds from issuance of Class A common stock and warrants |
||||||||
Proceeds from note payable and advances from related party |
||||||||
Repayment of note payable and advances from related party |
( |
) | ||||||
Payment of offering costs |
( |
) | ||||||
Net cash provided by financing activities |
||||||||
Net increase in cash |
||||||||
Cash—beginning of period |
||||||||
Cash—end of period |
$ | $ | ||||||
Supplemental disclosure of noncash investing and financing activities: |
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Deferred offering costs included in accrued offering costs |
$ | $ | ||||||
Deferred offering costs paid through promissory note – related party |
$ | $ | ||||||
Deferred underwriting compensation |
$ | $ | ||||||
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to public warrants |
( |
) | ||
Class A common stock offering costs at closing |
( |
) | ||
Additional offering costs incurred during the three months ended June 30, 2021 |
( |
) | ||
Plus: |
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Total accretion of carrying value to redemption value |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ |
|||
|
|
• | Level 1, defined as observable inputs such as quoted prices 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 |
For the Three |
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Months Ended |
Months Ended |
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March 31, 2022 |
March 31, 2021 |
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Redeemable Class A Common Stock |
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Numerator: Net income allocable to Redeemable Class A Common Stock |
$ | $ | ||||||
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock |
||||||||
Basic and diluted weighted average shares outstanding, Redeemable Class A |
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|
|
|
|
|||||
Basic and diluted net earnings per share, Redeemable Class A |
$ |
$ |
||||||
|
|
|
|
|||||
Non-Redeemable Class B Common Stock |
||||||||
Numerator: Net income allocable to non-redeemable Class B Common Stoc k |
$ | $ | ||||||
Net loss allocable to non-redeemable Class B Common Stock |
||||||||
Denominator: Weighted Average Non-Redeemable Class B Common Stock |
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|
|
|
|
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Basic and diluted weighted average shares outstanding, Non-Redeemable Class B |
$ |
$ |
||||||
|
|
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price (the “closing price”) of shares of Class A common stock equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the last reported sale price of Class A common stock equals or exceeds $ |
Level |
Fair Value |
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U.S. Treasury Marketable securities held in Trust Account—U.S. Treasury Securities Money Market Fund |
1 | $ | ||||||
|
|
Level |
Fair Value |
|||||||
U.S. Treasury Marketable securities held in Trust Account—U.S. Treasury Securities Money Market Fund |
1 | $ | ||||||
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
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Warrant liabilities: |
||||||||||||||||
Public Warrants |
$ | $ | $ | $ | ||||||||||||
Private Placement Warrants |
||||||||||||||||
|
|
|
|
|
|
|
|
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Total warrant liabilities |
$ | $ | $ | $ | |
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|
|
|
|
|
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
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Warrant liabilities: |
||||||||||||||||
Public Warrants |
$ | $ | $ | $ | ||||||||||||
Private Placement Warrants |
||||||||||||||||
|
|
|
|
|
|
|
|
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Total warrant liabilities |
$ | $ | $ | |
$ | |
||||||||||
|
|
|
|
|
|
|
|
As of March 31, 2022 |
As of December 31, 2021 |
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Exercise price |
$ | $ | ||||||
IPO price |
$ | $ | ||||||
Underlying asset price (per share) |
$ | $ | ||||||
Volatility |
% | % | ||||||
Time to Maturity (Years) |
||||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Public Warrant Liability |
Private Warrant Liability |
Total |
||||||||||
Fair value, January 1, 2022 |
$ | $ | $ | |||||||||
Recognized gain on change in fair value |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Fair value, March 31, 2022 |
$ | $ | $ | |||||||||
|
|
|
|
|
|
Public Warrant Liability |
Private Warrant Liability |
Total |
||||||||||
Fair value, January 1, 2021 |
$ |
$ |
$ |
|||||||||
Initial value on March 1, 2021 (IPO date) |
||||||||||||
Recognized gain on change in fair value |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Fair value, March 31, 2021 |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial Business Combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination; |
• | our potential ability to obtain additional financing to complete our initial Business Combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial Business Combination due to the uncertainty resulting from the COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential Business Combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance; |
• | the Trust Account not being subject to claims of third parties; or |
• | our financial performance following the Initial Public Offering. |
Gross proceeds |
$ | 287,500,000 | ||
Less: |
||||
Proceeds allocated to public warrants |
(13,129,167 | ) | ||
Class A common stock offering costs at closing |
(15,845,671 | ) | ||
Additional offering costs incurred during the three months ended June 30, 2021 |
(42,160 | ) | ||
Plus: |
||||
Total accretion of carrying value to redemption value |
29,016,998 | |||
|
|
|||
Class A common stock subject to possible redemption |
$ |
287,500,000 |
||
|
|
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. |
** | Furnished. |
USHG ACQUISITION CORP. | ||||||
Date: May 16, 2022 | By: | /s/ Adam D. Sokoloff | ||||
Name: | Adam D. Sokoloff | |||||
Title: | Chief Executive Officer and Director (Principal Executive Officer) | |||||
Date: May 16, 2022 | By: | /s/ Tiffany F. Daniele | ||||
Name: | Tiffany F. Daniele | |||||
Title: | Chief Financial Officer (Principal Accounting and Financial Officer) |