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) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
SM (Stakeholder Aligned Initial Listing) securities, each consisting of one share ofClass A Common Stock, $0.0001 par value one-fifth of one redeemable warrant to acquire one share of Class A Common Stock |
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SM securities |
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SM securities, each whole warrant exercisable for one share of Class A Common Stock |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ |
Smaller reporting company | |||||
Emerging growth company |
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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Total Assets |
$ |
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Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
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Current liabilities: |
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Accrued expenses |
$ | |||
Franchise tax payable |
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Total current liabilities |
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Derivative warrant liabilities |
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Deferred underwriting commissions |
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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’ Deficit: |
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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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Total stockholders’ deficit |
( |
) | ||
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Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
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Three Months Ended September 30, 2021 |
The Period From January 11, 2021 (inception) through September 30, 2021 |
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General and administrative expenses |
$ | $ | ||||||
General and administrative expenses - related party |
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Franchise tax expenses |
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Loss from operations |
( |
) | ( |
) | ||||
Other income (expense) |
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Change in fair value of derivative warrant liabilities |
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Financing costs - derivative warrant liabilities |
( |
) | ||||||
Income from investments held in Trust account |
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Net income |
$ |
$ |
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Basic and diluted weighted average outstanding of Class A common stock |
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Basic and diluted net income per share, Class A common stock |
$ | $ | ||||||
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Basic weighted average shares outstanding, Class B common stock |
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Diluted weighted average shares outstanding, Class B common stock |
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Basic and diluted net income per share, Class B common stock |
$ | $ | ||||||
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Common Stock |
Accumulated Deficit |
Total |
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Class A |
Class B |
Additional Paid-In |
Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
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Balance - January 11, 2021 (inception) |
— |
$ |
— |
— |
$ |
— |
$ |
$ |
$ |
— |
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Issuance of Class B common stock to Initial Stockholders |
— | — | ||||||||||||||||||||||||||
Forfeiture of Class B common stock |
— | — | ( |
) | ( |
) | — | |||||||||||||||||||||
Accretion of Class A common stock to redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
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Balance - March 31, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||||||
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Balance - June 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||||||
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Balance - September 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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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: |
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Income from investments held in Trust account |
( |
) | ||
Financing cost - derivative warrant liabilities |
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Change in fair value of derivative warrant liabilities |
( |
) | ||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
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 issuance of Class B common stock to Initial Stockholders |
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Proceeds from note payable to related party |
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Repayment of note payable to related party |
( |
) | ||
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 financing activities: |
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Deferred underwriting commissions in connection with the initial public offering |
$ | |||
Accretion of Class A common stock to redemption amount |
$ |
• | 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 Months Ended September 30, 2021 |
The Period From January 11, 2021 (inception) through September 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income per common stock: |
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Numerator: |
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Allocation of net income—Basic |
$ | $ | $ | $ | ||||||||||||
Allocation of net income—Diluted |
$ | $ | $ | $ | ||||||||||||
Denominator: |
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Basic weighted average common stock outstanding |
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Diluted weighted average common stock outstanding |
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Basic net income per common stock |
$ | $ | $ | $ | ||||||||||||
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Diluted net income per common stock |
$ | $ | $ | $ | ||||||||||||
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• | at any time while the warrants are exercisable, |
• | upon a minimum of |
• | if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $ “30-day trading period”) ending before the Company sends the notice of redemption, and |
• | if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing prior to the 30-day trading period and continuing each day thereafter until the date of 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 |
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Class A common stock subject to possible redemption |
$ | |||
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• | if the sum (such sum, the “Total Return”) of (i) the volume weighted average price (“VWAP”) of shares of the Company’s Class A common stock for such final fiscal quarter of such measurement period and (ii) the amount per share of any dividends or distributions paid or payable to holders of Class A common stock on the record date for which is on or prior to the last day of the measurement period, does not exceed the Price Threshold (as defined below), the number of Conversion Shares for such measurement period will be |
• | if the Total Return exceeds the Price Threshold but does not exceed an amount equal to |
• | if the Total Return exceeds an amount equal to |
• | The term “measurement period” means (i) the period of four fiscal quarters ending with, and including, the last fiscal quarter of the fiscal year in which the Company consummates its Initial Business Combination and (ii) each of the nine successive four-fiscal-quarter periods (in each case, as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions). |
• | The “Price Threshold” will initially equal $ |
• | For purposes of the above calculation, “PIPE Securities” means securities (other than the Public Warrants and the Private Placement Warrants) issued by the Company and/or any entities that (after giving effect to completion of the Initial Business Combination) are subsidiaries of the Company that are directly or indirectly convertible into or exercisable for shares of Class A common stock, or for a cash settlement value in lieu thereof. |
• | The foregoing calculations will be based on the Company’s fiscal year and fiscal quarters, which may change as a result of an Initial Business Combination. Each conversion of Alignment Shares will apply to the holders of Alignment Shares on a pro rata |
Fair Value Measured as of September 30, 2021 |
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Level 1 |
Level 2 |
Level 3 |
Total |
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Assets |
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Investments held in Trust Account |
$ | $ | — | $ | — | $ | ||||||||||
Liabilities: |
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Derivative public warrant liabilities |
$ | $ | — | $ | — | $ | ||||||||||
Derivative private warrant liabilities |
$ | — | $ | — | $ | $ |
As of September 30, 2021 |
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Exercise price |
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Stock Price |
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Option term (in years) |
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Volatility |
% | |||
Risk-free interest rate |
% |
Derivative warrant liabilities at January 11, 2021 |
$ | |||
Issuance of Derivative Warrants (level 3) |
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Change in fair value of derivative warrant liabilities - Level 3 |
( |
) | ||
|
|
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Derivative warrant liabilities at March 31, 2021 - Level 3 |
$ | |||
Transfer of Public Warrants to Level 1 |
( |
) | ||
Change in fair value of derivative warrant liabilities - Level 3 |
( |
) | ||
|
|
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Derivative warrant liabilities at June 30, 2021 - Level 3 |
$ | |||
Change in fair value of derivative warrant liabilities - Level 3 |
( |
) | ||
|
|
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Derivative warrant liabilities at September 30, 2021 - Level 3 |
$ | |||
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REVOLUTION HEALTHCARE ACQUISITION CORP. | ||
By: | /s/ Jay Markowitz, M.D. | |
Name: | Jay Markowitz, M.D. | |
Title: | Chief Executive Officer |