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) |
(IRS Employer Identification No.) | ||
(Address Of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
A |
||||
common stock, $0.0001 par value, and one- third of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Assets: |
||||
Current assets: |
||||
Cash |
$ | |||
Prepaid expenses |
||||
Total current assets |
||||
Investments held in Trust Account |
||||
Total Assets |
$ |
|||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
||||
Current liabilities: |
||||
Accounts payable |
$ | |||
Accrued expenses |
||||
Franchise tax payable |
||||
Total current liabilities |
||||
Deferred legal fees |
||||
Deferred underwriting commissions |
||||
Total Liabilities |
||||
Commitments and Contingencies |
||||
Class A common stock subject to possible redemption, $ |
||||
Stockholders’ Deficit: |
||||
Preferred stock, $ |
||||
Class A common stock, $ |
||||
Class B common stock, $ (1) |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total stockholders’ deficit |
( |
) | ||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
|||
(1) | This number includes up to B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 8, 2021, the over-allotment option expired, resulting in B common stock that were subject to forfeiture to be forfeited. |
For the Three Months Ended September 30, 2021 |
For the period from February 12, 2021 (inception) through September 30, 2021 |
|||||||
General and administrative expenses |
$ | $ | ||||||
General and administrative expenses—related party |
||||||||
Franchise tax expenses |
||||||||
Loss from operations |
( |
) | ( |
) | ||||
Other income: |
||||||||
Interest income from investments held in Trust Account |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Weighted average shares outstanding of Class A common stock, basic and diluted |
||||||||
Basic and diluted net loss per share, Class A common stock |
$ | ( |
) | $ | ( |
) | ||
Weighted average shares outstanding of Class B common stock, basic and diluted (1) |
||||||||
Basic and diluted net loss per share, Class B common stock |
$ | ( |
) | $ | ( |
) | ||
(1) | This number excludes up to B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 8, 2021, the over-allotment option expired, resulting in B common stock that were subject to forfeiture to be forfeited. |
Common Stock |
||||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-In |
Accumulated |
Total Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance - February 12, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B common stock to Sponsor (1) |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
Balance - March 31, 2021 (unaudited) |
( |
) |
( |
) | ||||||||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
Balance - June 30, 2021 (unaudited) |
( |
) |
( |
) | ||||||||||||||||||||||||
Sale of private placement warrants to Sponsor in private placement |
— | — | — | — | — | |||||||||||||||||||||||
Fair value of Public Warrants included in the Units sold in the Initial Public Offering |
— | — | — | |||||||||||||||||||||||||
Offering costs associated with issuance of Public and Private Placement Warrants |
— | — | ( |
) | — | ( |
) | |||||||||||||||||||||
Contribution from Sponsor upon sale of Founder Shares to Anchor Investors |
— | — | — | — | — | |||||||||||||||||||||||
Accretion for Class A common stock to possible redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - September 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
(1) | This number includes up to B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 8, 2021, the over-allotment option expired, resulting in B common stock that were subject to forfeiture to be forfeited. |
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Interest income from investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued expenses |
||||
Accounts payable |
||||
Franchise tax payable |
||||
Net cash used in 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 B common stock to Sponsor |
||||
Proceeds from note payable to related party |
||||
Repayment of note payable to related party |
( |
) | ||
Proceeds received from initial public offering, gross |
||||
Proceeds received from private placement |
||||
Offering costs paid |
( |
) | ||
Net cash provided by financing activities |
||||
Net increase in cash |
||||
Cash - beginning of the period |
||||
Cash - end of the period |
$ |
|||
Supplemental disclosure of noncash activities: |
||||
Offering costs included in accounts payable |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Deferred legal fees |
$ | |||
Deferred underwriting commissions |
$ | |||
Prepaid expenses included in accounts payable |
$ | |||
Value of Class B common stock transferred to Anchor Investors at Initial Public Offering |
$ |
• | 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 period from February 12, 2021 (inception) through September 30, 2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net loss per common stock: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average common stock outstanding |
||||||||||||||||
Basic and diluted net loss per common stock |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Gross proceeds |
$ | |||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A common stock |
( |
) | ||
Plus: |
||||
Accretion on Class A common stock subject to possible redemption amount |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ |
|||
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of “30-day redemption period”) to each warrant-holder; and |
• | if, and only if, the last reported sale price of the Class A common stock has been at least $ |
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: |
||||||||||||
Investments held in Trust Account - Money Market Fund |
$ | $ | $ |
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. |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* |
Filed herewith. |
** |
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: November 15, 2021 | LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP. | |||||
By: | /s/ Richard J. Hendrix | |||||
Name: | Richard J. Hendrix | |||||
Title: | Chief Executive Officer and Director |