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) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable public warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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June 30, 2022 |
December 31, 2021 |
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(unaudited) |
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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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Other assets |
— | |||||||
Deferred offering costs |
— | |||||||
Investments held in the Trust Account |
— | |||||||
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Total Assets |
$ |
$ |
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LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDER’S (DEFICIT) EQUITY |
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Current Liabilities: |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Accrued offering costs |
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Note payable - Sponsor |
— | |||||||
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Total Current Liabilities |
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Deferred underwriting commission |
— | |||||||
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES (Note 6) |
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Class A common stock subject to possible redemption; |
— | |||||||
Stockholder’s (Deficit) Equity: |
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Preferred shares, $ |
— | |||||||
Class A common stock, $ |
— | |||||||
Class B common stock, $ |
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Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
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Total Stockholder’s (Deficit) Equity |
( |
) | ||||||
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Total Liabilities, Common Stock Subject to Possible Redemption and Stockholder’s (Deficit) Equity |
$ |
$ |
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For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
For the Period from March 30, 2021 (Inception) Through June 30, |
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2022 |
2021 |
2022 |
2021 |
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EXPENSES |
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Administrative fee - related party |
$ | $ | $ | $ | ||||||||||||
General and administrative |
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TOTAL EXPENSES |
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OTHER INCOME |
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Income earned on Investments held in Trust Account |
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TOTAL OTHER INCOME |
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Net loss before income tax provision |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Income tax provisio n |
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Net los s |
$ |
( |
) |
$ |
( |
$ |
( |
) |
$ |
( |
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Basic and diluted weighted average shares outstanding, Class A Common Stock |
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Basic and diluted net loss per share of Class A Common Stock |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
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Weighted average number of shares of Class B Common Stock outstanding, basic and diluted (1) |
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Basic and diluted net loss per share of Class B Common Stock |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
(1) | As of June 30, 2021, excludes an aggregate of up to . |
Class B Common Stock |
Additional Paid-In |
Accumulated | Stockholder’s |
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Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
Balance as of January 1, 2022 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
Proceeds Allocated to Public Warrants |
— | |||||||||||||||||||
Proceeds from Private Warrants, net of offering costs |
— | — | — | |||||||||||||||||
Value of transaction costs allocated to the fair value of equity instruments |
— | — | ( |
) | — | ( |
) | |||||||||||||
Remeasurement adjustment of Class A common stock to redemption value |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Accretion of Class A common stock to redemption amount |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance as of March 31, 2022 |
( |
) | ( |
) | ||||||||||||||||
Accretion of Class A common stock to redemption amount |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance as of June 30, 2022 |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
Class B Common Stock (1) |
Additional Paid-In |
Accumulated | Stockholder’s |
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Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
Balance as of March 30, 2021 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance as of March 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
Issuance of Class B common stock to Sponsor(1) |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance as of June 30, 2021 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
(1) | As of June 30, 2021, includes an aggregate of up to . |
For the Six Months Ended June 30, 2022 |
For the Period From March 30, 2021 (Inception) Through June 30, 2021 |
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Cash Flows From Operating Activities: |
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Net loss |
$ |
( |
) |
$ |
( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Income earned on investments held in the Trust Account |
( |
) | — | |||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | — | |||||
Other assets |
( |
) | — | |||||
Accounts payable and accrued expenses |
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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 into Trust Account |
( |
) | ||||||
Cash withdrawn from Trust Account for taxes |
— | |||||||
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Net Cash Used In Investing Activities |
( |
) | ||||||
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Cash Flows From Financing Activities: |
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Sale of Units in the Initial Public Offering, net of underwriting discount |
— | |||||||
Sale of Private Placement Warrants to the Sponsor |
— | |||||||
Proceeds from Sponsor promissory note |
— | |||||||
Repayment of the Sponsor promissory note |
( |
) | — | |||||
Proceeds from issuance of Class B common stock to Sponsor |
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Payment of offering costs |
( |
) | ( |
) | ||||
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Net Cash Provided By Financing Activities |
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Net change in cash |
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Cash at beginning of period |
— | |||||||
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Cash at end of period |
$ |
$ |
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Supplemental disclosure of non-cash financing activities: |
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Deferred underwriters’ compensation charged to temporary equity in connection with the Public Offering |
$ |
$ |
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Class A Common Stock measurement adjustment |
$ |
$ |
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Accretion of Class A common stock to redemption amount |
$ |
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Offering costs included in accrued offering costs |
$ | $ |
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Three months |
Three months |
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ended |
ended |
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June 30, |
June 30, |
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2022 |
2021 |
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Class A Common Stock |
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Numerator: Loss allocable to Class A Common Stock |
$ | ( |
) | $ | ||||
Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net loss per share, Class A Common Stock |
$ | ( |
) | $ | ||||
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Class B Common Stock |
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Numerator: Loss allocable to Class B Common Stock, as adjusted |
$ | ( |
) | $ | ( |
) | ||
Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net loss per share, Class B Common Stock |
$ | ( |
) | ( |
) | |||
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Six months |
For the Period from |
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ended |
March 30, 2021 (inception) |
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June 30, |
Through June 30, |
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2022 |
2021 |
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Class A Common Stock |
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Numerator: Loss allocable to Class A Common Stock, as adjusted |
$ | ( |
) | $ | ||||
Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net loss per share, Class A Common Stock |
$ | ( |
) | $ | ||||
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Class B Common Stock |
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Numerator: Loss allocable to Class B Common Stock, as adjusted |
$ | ( |
) | $ | ( |
) | ||
Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net loss per share, Class B Common Stock |
$ | ( |
) | ( |
) | |||
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• | 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. |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of 30-day redemption period to each Public Warrant holder; and |
• | if, and only if, the last reported sale price of the Class A common stock has been at least $ |
No. | Description of Exhibit | |
31.1* | 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. | |
31.2* | 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. | |
32.1** | 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. | |
32.2** | 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* | Inline XBRL Instance Document-this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | Inline 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, as amended, 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, except as shall be expressly set forth by specific reference in such filing. |
C5 ACQUISITION CORPORATION | ||
By: | /s/ Robert Meyerson | |
Robert Meyerson | ||
Chief Executive Officer and Director (Principal | ||
Executive Officer) | ||
By: | /s/ David Glickman | |
David Glickman | ||
Chief Business Development Officer and Chief Financial Officer (Principal Financial and Accounting Officer) |