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 | ||
one-half of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page No. |
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Item 1. | Financial Statements (Unaudited) | 1 | ||||
Condensed Balance Sheets | 1 | |||||
Condensed Statements of Operations | 2 | |||||
Condensed Statements of Changes in Stockholders’ Equity | 3 | |||||
Condensed Statement of Cash Flows | 4 | |||||
Notes to Condensed Financial Statements | 5 | |||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 | ||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 17 | ||||
Item 4. | Controls and Procedures | 17 | ||||
17 | ||||||
Item 1. | Legal Proceedings | 17 | ||||
Item 1A. | Risk Factors | 17 | ||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities | 17 | ||||
Item 3. | Defaults Upon Senior Securities | 17 | ||||
Item 4. | Mine Safety Disclosures | 17 | ||||
Item 5. | Other Information | 17 | ||||
Item 6. | Exhibits | 17 | ||||
19 |
Item 1. |
Financial Information |
September 30, 2021 ( U naudited) |
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ASSETS |
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Current assets |
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Cash |
$ | |||
Deferred offering costs |
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Total Current Asset s |
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Total Assets |
$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current l iabilities |
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Accrued e xpenses |
$ | |||
Promissory note – related party |
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Total Liabilities |
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Stockholders’ Equity: |
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Preferred shares, $ |
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Class A Common Stock, $ |
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Class B Common Stock, par value $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total Stockholders’ Equity |
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Total Liabilities and Stockholders’ Equity |
$ |
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(1) |
Includes an aggregate of |
For the three months ended September 30, 2021 |
For the period from March 5, 2021 (inception) through September 30, 2021 |
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(Unaudited) |
(Unaudited) |
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Operating Expenses: |
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General & administrative expenses |
$ |
— |
$ |
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Total operating expenses |
— |
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Net loss |
$ |
— |
$ |
( |
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Basic & diluted net loss per share |
$ |
( |
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$ |
( |
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Weighted average number of ordinary shares-basic and diluted (1) |
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(1) |
Excludes an aggregate of |
Shares |
Shares amount |
Additional paid-in capital |
Accumulated Deficit |
Total equity |
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Balance, March 5, 2021 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Net los s |
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— |
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— |
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— |
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( |
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( |
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Share issuance (1) |
— | |||||||||||||||||||
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Balance, March 15, 202 1 |
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$ |
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$ |
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$ |
( |
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$ |
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Net loss |
— | — | — |
( |
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Balance, June 30, 2021 (Unaudited) |
$ |
$ |
$ |
( |
) |
$ |
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Net loss |
— | — | — |
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Balance, September 30, 2021 (Unaudited) |
$ |
$ |
$ |
( |
) | $ |
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(1) |
Includes an aggregate of |
For the period from March 5, 2021 (inception) through September 30, 2021 (Unaudited) |
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Cash flows from operating activities: |
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Net l oss |
$ | ( |
) | |
Changes in operating assets and liabilities |
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Change in accrued expenses |
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Net cash used in operating activities |
( |
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Cash flows from financing activities: |
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Proceeds from issuance of common shares to Sponsor |
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Proceeds from promissory note from related party |
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Payment of offering costs |
( |
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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 period |
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Cash, end of period |
$ | |||
Supplemental Disclosures of Noncash Financing Activities |
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Accrued deferred offering costs |
$ |
• | in whole and not in part; |
• | at a price of $ per warrant; |
• | upon a minimum of prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and |
• | if, and only if, the last reported sale price of Class A common stock equals or exceeds $ , and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any . |
• |
On October 21, 2021, the Company consummated its initial public offering (the “IPO”) of and one redeemable warrant of the Company (a “Warrant”). The Units were sold at a price of $ of |
• |
Substantially concurrently with the closing of the IPO, the Company completed the sale, in a private placement, of , or salable until |
• |
A total of $ |
• |
On October 25, 2021, $ |
• |
On October 27, 2021, $ |
• |
On November 3, 2021, the “Company amended and restated, effective as of September 30, 2021, its Promissory Note (the “Note”), dated March 8, 2021, in the principal amount up to $ , and the balance of all amounts outstanding under the Note shall be payable by the Company on |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
• | may significantly dilute the equity interest of investors in this offering; |
• | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our common stock, rights, and/or warrants. Similarly, if we issue debt securities, it could result in: |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of such covenants; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions, and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry, and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes, and other disadvantages compared to our competitors who have less debt. |
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. |
FINTECH ECOSYSTEM DEVELOPMENT CORP. | ||||||
Date: December 2, 2021 | By: | /s/ Jenny Junkeer | ||||
Name: | Jenny Junkeer | |||||
Title: | Chief Financial Officer |