|
|
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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||
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||
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Large accelerated filer
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☐ |
Accelerated filer
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☐ |
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☒ |
Smaller reporting company
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Emerging growth company
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Page
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Part I. Financial Information
|
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Item 1. Financial Statements
|
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1
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2
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3
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4
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5
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16
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18
|
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18
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Part II. Other Information
|
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18
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18
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19
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19
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19
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19
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19
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20
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ASSETS
|
||||
Current Assets: |
||||
Cash
|
$
|
|
||
Prepaid expenses
|
||||
Total current assets
|
|
|||
Marketable securities held in Trust Account |
||||
Total Assets
|
$
|
|
||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||
Current Liabilities:
|
||||
Accrued expenses
|
$ |
|
||
Total current liabilities
|
|
|||
Warrant liabilities
|
||||
Deferred underwriting fee payable
|
||||
Total Liabilities
|
$ |
|||
Commitments
|
||||
Class A common stock, $
|
$ |
|||
Stockholders’ Deficit
|
||||
Preferred stock, $
|
|
|||
Class A common stock, $ |
|
|||
Class B common stock, $
|
|
|||
Additional paid-in capital
|
|
|||
Accumulated deficit
|
(
|
)
|
||
Total Stockholders’ Deficit
|
(
|
)
|
||
Total Liabilities and Stockholders’ Deficit
|
$
|
|
(1) |
|
Three
Months
Ended
September 30,
|
For the
Period from
February 4, 2021 (Inception)
Through
September 30,
|
|||||||
2021 |
2021 |
|||||||
Operating and formation costs
|
$
|
|
$
|
|
||||
Loss from operations
|
( |
) | ( |
) | ||||
Other income:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
||||||||
Unrealized loss on marketable securities held in Trust Account
|
( |
) | ( |
) | ||||
Change in fair value of warrant liabilities
|
||||||||
Transaction costs allocable to warrant liabilities
|
( |
) | ( |
) | ||||
Other income, net
|
||||||||
Net income
|
$
|
|
$
|
|
||||
Basic and diluted weighted average shares outstanding, Class A common stock |
||||||||
Basic and diluted net income per share, Class A common stock |
$ |
$ |
||||||
Basic and diluted weighted average shares outstanding, Class B common stock(1)
|
|
|
||||||
Basic and diluted net income per share, Class B common stock
|
$
|
|
$
|
|
(1) |
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||||||||||||||||||||||
Shares | Amount |
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
Balance — February 4, 2021 (Inception)
|
$ |
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
Issuance of Class B common stock to Sponsor
|
— | — |
|
|
|
|
|
|||||||||||||||||||||
Net loss
|
— |
—
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||
Balance – March 31, 2021
|
|
|
|
(
|
)
|
|
||||||||||||||||||||||
Net income
|
— |
—
|
|
|
|
|
||||||||||||||||||||||
Balance – June 30, 2021
|
|
|
|
(
|
)
|
|
||||||||||||||||||||||
Accretion of Class A common stock to redemption amount
|
— |
— |
— |
— |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Forfeiture of Founder Shares
|
— |
— |
( |
) | ( |
) | ||||||||||||||||||||||
Net income
|
— |
— |
||||||||||||||||||||||||||
Balance – September 30, 2021
|
$ | $ |
$ |
$ |
( |
) | $ |
( |
) |
Cash Flows from Operating Activities:
|
||||
Net income
|
$
|
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Change in fair value of warrants liabilities
|
( |
) | ||
Unrealized
loss on marketable securities held in Trust Account
|
||||
Interest earned on marketable securities held in Trust Account
|
( |
) | ||
Transaction costs allocated to warrant liabilities
|
||||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses and other current assets
|
||||
Accrued expenses
|
|
|||
Prepaid expenses
|
( |
) | ||
Net cash used in operating activities
|
(
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
( |
) | ||
Net cash used in investing activities
|
( |
) | ||
Cash Flows from Financing Activities:
|
||||
Proceeds from issuance of Class B common stock to Sponsor
|
|
|||
Proceeds from sale of Units, net of underwriting discounts paid
|
|
|||
Proceeds from sale of Private Placements Warrants
|
||||
Proceeds from promissory note – related party
|
||||
Repayment of promissory note – related party
|
( |
) | ||
Payment of offering costs
|
(
|
)
|
||
Net cash provided by financing activities
|
|
|||
Net Change in Cash
|
|
|||
Cash – Beginning of period
|
|
|||
Cash – End of period
|
$
|
|
||
Non-Cash investing and financing activities:
|
||||
Deferred underwriting fee payable
|
$ | |||
Initial value of warrant liabilities
|
$ |
|||
Forfeiture of Founders Shares
|
$ | ( |
) |
Balance Sheet as of August 10, 2021 (audited)
|
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)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Gross proceeds
|
$
|
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(
|
)
|
||
Class A common stock issuance costs
|
(
|
)
|
||
Plus:
|
||||
Accretion of carrying value to redemption value
|
|
|||
Class A common stock subject to possible redemption
|
$
|
|
Three Months Ended
September 30, 2021
|
For the Period from February 4, 2021 (Inception) through September 30, 2021
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income per common stock
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income, as adjusted
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
|
|
|
|
||||||||||||
Basic and diluted net income per common stock
|
$
|
|
$
|
|
$
|
|
$
|
|
● |
in whole and not in part;
|
● |
at a price of $
|
● |
upon not less than
|
● |
if, and only if, the last reported sale price of the Class A ordinary shares for any
|
Description
|
Level
|
September 30,
2021
|
||||||
Assets:
|
||||||||
Marketable securities held in Trust Account
|
1
|
$
|
|
|||||
|
||||||||
Liabilities:
|
||||||||
Warrant liability – Public Warrants
|
1
|
$
|
|
|||||
Warrant liability – Private Placement Warrants
|
3
|
$
|
|
|
August 10,
2021 (Initial
Measurement)
Public and Private
Warrants
|
|||
Stock price
|
$
|
|
||
Exercise price
|
$
|
|
||
Expected term (in years)
|
|
|||
Volatility
|
|
%
|
||
Risk-free rate
|
|
%
|
||
Dividend yield
|
|
%
|
|
September 30,
2021
Private Warrants
|
|||
Stock price
|
$
|
|
||
Exercise price
|
$
|
|
||
Expected term (in years)
|
|
|||
Volatility
|
|
%
|
||
Risk-free rate
|
|
%
|
||
Dividend yield
|
|
%
|
|
Private
Placement
|
Public
|
Warrant
Liabilities
|
|||||||||
Fair value as of February 4, 2021 (inception)
|
$
|
|
$
|
|
$
|
|
||||||
Initial measurement on August 10, 2021
|
|
|
|
|||||||||
Change in valuation inputs or other assumptions
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Transfer to level 1
|
|
(
|
)
|
(
|
)
|
|||||||
Fair value as of September 30, 2021
|
$
|
|
$
|
|
$
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
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
|
No.
|
Description of Exhibit
|
|
Underwriting Agreement, dated August 5, 2021, by and among the Company, Cantor Fitzgerald & Co. and Stephens, Inc.(1)
|
||
Amended and Restated Certificate of Incorporation. (1)
|
||
Warrant Agreement, dated August 5, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)
|
||
Investment Management Trust Agreement, dated August 5, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)
|
||
Registration Rights Agreement, dated August 5, 2021, by and between the Company and the Sponsor. (1)
|
||
Private Placement Warrants Purchase Agreement, dated August 5, 2021, by and between the Company and the Sponsor.
(1)
|
||
Letter Agreement, dated August 5, 2021, by and among the Company, its officers, its directors and the Sponsor.
(1)
|
||
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS*
|
XBRL Instance Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith.
|
(1) |
Previously filed as an exhibit to our Current Report on Form 8-K filed on August 11, 2021 and incorporated by reference herein.
|
RIVERVIEW ACQUISITION CORP.
|
||
Date: November 22, 2021
|
By:
|
/s/ R. Brad Martin
|
Name:
|
R. Brad Martin
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
(Chairman and Chief Executive Officer)
|
||
Date: November 22, 2021
|
By:
|
/s/ William V. Thompson III
|
Name:
|
William V. Thompson III
|
|
Title:
|
Treasurer, Secretary, and Chief Financial Officer
|
|
(Treasurer, Secretary, and Chief Financial Officer)
|