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) |
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(Address of principal executive offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||
The | ||||
The | ||||
The |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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Item 1. |
1 |
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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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Item 2. |
19 |
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Item 3. |
24 |
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Item 4. |
25 |
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Item 1. |
25 |
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Item 1A. |
25 |
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Item 2. |
25 |
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Item 3. |
25 |
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Item 4. |
25 |
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Item 5. |
25 |
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Item 6. |
25 |
June 30, 2021 |
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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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Total Assets |
$ |
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Liabilities and Stockholders’ Equity |
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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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Total current liabilities |
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Derivative warrant liabilities |
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Deferred underwriting commissions in connection with the initial public offering |
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Total Liabilities |
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Commitments and Contingencies |
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Class A common stock; |
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Stockholders’ Equity: |
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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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Retained Earnings |
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Total stockholders’ equity |
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Total Liabilities and Stockholders’ Equity |
$ |
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For the Three Months Ended June 30, 2021 |
For the Period From February 11, 2021 (Inception) Through June 30, 2021 |
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(unaudited) |
(unaudited) |
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General and administrative expenses |
$ | $ | ||||||
Franchise tax expenses |
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Loss from operations |
( |
) | ( |
) | ||||
Other Income (Expenses) |
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Income from investments held in Trust Account |
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Offering Costs |
( |
) | ( |
) | ||||
Change of fair value of derivative warrant liabilities |
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Interest Income |
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Total other income, net |
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Net income |
$ | $ | ||||||
Weighted average shares outstanding of Class A common stock |
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Basic and diluted net income per share, Class A common stock |
$ | $ | ||||||
Weighted average shares outstanding of Class B common stock |
||||||||
Basic and diluted net income per share, Class B common stock |
$ | $ | ||||||
Common Stock |
Retained Earnings (Accumulated |
Total Stockholders’ |
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Class A |
Class B |
Additional Paid-In |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit) |
Equity (Deficit) |
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Balance - February 11, 2021 (inception) (unaudited) |
$ |
$ |
$ |
$ |
$ |
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Issuance of Class B common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - March 31, 2021 (unaudited) |
( |
) |
( |
) | ||||||||||||||||||||||||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross |
— | — | — | |||||||||||||||||||||||||
Offering costs |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Proceeds in excess of fair value upon the sale of Private Placement Warrants |
— | — | — | — | — | |||||||||||||||||||||||
Common stock subject to possible redemption |
— | ( |
) | — | — | ( |
) | — | ( |
) | ||||||||||||||||||
Forfeiture of Class B Common Shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance - June 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
$ |
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For The Period From February |
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11, 2021 (inception) through |
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June 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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General and administrative expenses paid by related party under promissory note |
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Offering costs associated with warrants |
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Change in the fair value of derivative warrant liabilities |
( |
) | ||
Income from investments held in Trust Account |
( |
) | ||
Prepaid Expenses |
( |
) | ||
Change in operating liabilities: |
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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 |
( |
) | ||
Cash Flows from Investing Activities: |
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Cash deposited in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities |
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Repayments of note payable to related parties |
( |
) | ||
Proceeds received from initial public offering, gross |
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Proceeds received from private placement |
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Offering cost paid |
( |
) | ||
Net Cash provided by financing activities |
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Net change 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 schedule of noncash financing activities: |
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Deferred offering costs paid in exchange for issuance of Class B common stock to Sponsor |
$ | |||
Deferred offering costs included in accounts payable |
$ | |||
Deferred offering costs included in accrued expenses |
$ | |||
Deferred offering costs paid by related party under promissory note |
$ | |||
Initial value of Class A common stock subject to possible redemption |
$ | |||
Change in value of 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 Months Ended June 30, 2021 |
For the Period From February 11, 2021 (Inception) Through June 30, 2021 (Unaudited) |
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Class A common stock |
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Numerator: Income allocable to Class A common stock |
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Income from investments held in Trust Account |
$ | $ | ||||||
Less: Company’s portion available to be withdrawn to pay taxes |
( |
) | ( |
) | ||||
Net income attributable to Class A common stock |
$ |
$ |
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Denominator: Weighted average Class A common stock |
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Basic and diluted weighted average shares outstanding, Class A common stock |
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Basic and diluted net income per share, Class A common stock |
$ |
$ |
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Class B common stock |
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Numerator: Net income (loss) minus net income allocable to Class A common stock |
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Net income (loss) |
$ | $ | ||||||
Net income allocable to Class A common stock |
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Net income (loss) attributable |
$ |
$ |
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Denominator: weighted average Class B common stock |
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Basic and diluted weighted average shares outstanding, Class B common stock |
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Basic and diluted net loss per share, Class B common stock |
$ |
$ |
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• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the closing price of the common stock equals or exceeds $ |
• | in whole and not in part; |
• | at a price of $ 30-day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock (as defined below); provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30-day period, the Company shall redeem such warrants for $0.10 per share; |
• | if, and only if, the last reported sale price of the shares of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any |
• | if the Reference Value is less than $ |
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 - money market funds |
$ | |
$ | — | $ | — | ||||||
Liabilities: |
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Derivative warrant liabilities - Public warrants |
$ | $ | — | $ | — | |||||||
Derivative warrant liabilities - Private placement warrants |
$ | — | $ | — | $ | |
May 3, 2021 |
June, 30, 2021 |
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Exercise price |
$ | |
$ | |
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Share price |
$ | $ | ||||||
Expected term (years) |
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Expected time to Business Combination (years) |
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Volatility |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Dividend yield (per share) |
% | % |
Derivative warrant liabilities at February 11, 2021 (inception) |
$ | — | ||
Issuance of Public and Private Warrants - Level 3 |
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|
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Derivative warrant liabilities at March 31, 2021, Level 3 |
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Transfer of Public Warrants to Level 1 |
( |
) | ||
Change in fair value of warrant liaiblities - Level 3 |
( |
) | ||
|
|
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Derivative warrant liabilities at June 30, 2021 - Level 3 |
$ | |||
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* |
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. |
Dated: August 16, 2021 | BIG SKY GROWTH PARTNERS, INC. | |||||
By: | /s/ Lauren Neiswender | |||||
Name: | Lauren Neiswender | |||||
Title: | Chief Financial Officer and Chief Legal Officer |