☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
2023
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Altitude Acquisition Corp.
Quarterly Report on
Form 10-Q
For the Quarter Ended March 31, 2021
2
March 31, 2021 (Unaudited) Assets: Current Assets Cash and cash equivalents Prepaid expense Total current assets Investments held in Trust Account Total assets Liabilities and Stockholders’ Equity: Current Liabilities Accounts payable Due to related party Total current liabilities Warrant liability Deferred underwriting fee Total liabilities Commitments and Contingencies Class A common stock subject to possible redemption, 24,549,510 and 25,195,139 shares subject to possible redemption at redemption value at March 31, 2021 and December 31, 2020, respectively Stockholders’ equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding Class A common stock, $0.0001 par value, 280,000,000 shares authorized, 5,450,490 and 4,804,861 shares issued and outstanding (excluding 24,549,510 and 25,195,139 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively Class B common stock, $0.0001 par value, 20,000,000 shares authorized, 7,500,000 and 7,500,000 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively Additional paid-in capital Accumulated deficit Total stockholders’ equity Total liabilities and stockholders’ equity December 31, 2020 $ 413,395 $ 764,329 535,360 634,511 948,755 1,398,840 300,006,329 300,000,082 $ 300,955,084 $ 301,398,922 $ 124,236 $ 137,179 32,089 2,885 156,325 140,064 39,803,651 33,807,463 10,500,000 10,500,000 50,459,976 44,447,527 — 245,495,100 251,951,390 545 481 750 750 18,572,234 12,116,008 (13,573,521 ) (7,117,234 ) 5,000,008 5,000,005 $ 300,955,084 $ 301,398,922 Cash $ 31,467 $ 760 Prepaid expenses 54,131 815 Total current assets 85,598 1,575 Cash held in Trust Account 16,851,596 16,975,796 Accounts payable $ 983,423 $ 511,152 Income taxes payable 38,180 38,180 Advances from Sponsor 869,044 802,644 135,000 — Due to related party, net — 242,089 Total current liabilities 2,025,647 1,594,065 Warrant liability 1,213,014 1,383,449 Deferred legal fee 6,257,979 5,352,657 10,500,000 10,500,000 Class A common stock subject to possible redemption, $0.0001 par value, 1,672,102 shares subject to possible redemption at redemption value of $10.00 per share at March 31, 2023 and December 31, 2022 16,721,020 16,721,020 — — — — Class B common stock, $0.0001 par value, 20,000,000 shares authorized, 7,500,000 shares issued and outstanding at March 31, 2023 and December 31, 2022 750 750 493,955 251,866 Accumulated deficit (20,275,171 ) (18,826,436 ) (19,780,466 ) (18,573,820 )
FOR THE THREE MONTHS ENDED MARCH 31, 2021
Formation and operating costs | $ | 466,358 | ||
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Loss from operations | (466,358 | ) | ||
Other income (expense) | ||||
Interest Income | 12 | |||
Interest income earned on Trust | 6,247 | |||
Unrealized loss on change in fair value of warrants | (5,996,188 | ) | ||
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Total other income (expense) | (5,989,929 | ) | ||
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Net loss | $ | (6,456,287 | ) | |
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Basic and diluted weighted average shares outstanding, Class A common stock | 30,000,000 | |||
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Basic and diluted net income per share, Class A common stock | $ | 0.00 | ||
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Basic and diluted weighted average shares outstanding, common stock | 7,500,000 | |||
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Basic and diluted net loss per share, Class B common stock | $ | (0.86 | ) | |
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For the Three Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
Formation and operating costs | $ | 1,619,190 | $ | 928,218 | ||||
Loss from operations | (1,619,190 | ) | (928,218 | ) | ||||
Other income | ||||||||
Interest income | 20 | 1 | ||||||
Interest income earned on Trust | — | 7,600 | ||||||
Unrealized gain on change in fair value of warrants | 170,435 | 9,537,808 | ||||||
Total other income | 170,455 | 9,545,409 | ||||||
(Loss) Income before income tax provision | (1,448,735 | ) | 8,617,191 | |||||
Income tax provision | — | — | ||||||
Net (loss) income | $ | (1,448,735 | ) | $ | 8,617,191 | |||
Basic and diluted weighted average shares outstanding, Class A common stock | 1,672,102 | 30,000,000 | ||||||
Basic and diluted net (loss) income per share, Class A common stock | $ | (0.16 | ) | $ | 0.23 | |||
Basic and diluted weighted average shares outstanding, Class B common stock | 7,500,000 | 7,500,000 | ||||||
Basic and diluted net (loss) income per share, Class B common stock | $ | (0.16 | ) | $ | 0.23 | |||
DEFICIT
Class A | Class B | Additional | Total | |||||||||||||||||||||||||
Common Stock | Common Stock | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance as of December 31, 2020 | 4,804,861 | $ | 481 | 7,500,000 | $ | 750 | $ | 12,116,008 | $ | (7,117,234 | ) | $ | 5,000,005 | |||||||||||||||
Change in value of Class A common stock subject to possible redemption | 645,629 | 64 | — | — | 6,456,226 | — | 6,456,290 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (6,456,287 | ) | (6,456,287 | ) | |||||||||||||||||||
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Balance as of March 31, 2021 (unaudited) | 5,450,490 | $ | 545 | 7,500,000 | $ | 750 | $ | 18,572,234 | $ | (13,573,521 | ) | $ | 5,000,008 | |||||||||||||||
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2023
Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of December 31, 2022 | — | $ | — | 7,500,000 | $ | 750 | $ | 251,866 | $ | (18,826,436 | ) | $ | (18,573,820 | ) | ||||||||||||||
Sponsor administrative agreement waiver | — | — | — | — | 242,089 | — | 242,089 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (1,448,735 | ) | (1,448,735 | ) | |||||||||||||||||||
Balance as of March 31, 2023 (unaudited) | — | $ | — | 7,500,000 | $ | 750 | $ | 493,955 | $ | (20,275,171 | ) | $ | (19,780,466 | ) | ||||||||||||||
Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of December 31, 2021 | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (27,823,525 | ) | $ | (27,822,775 | ) | ||||||||||||||
Net income | — | — | — | — | — | 8,617,191 | 8,617,191 | |||||||||||||||||||||
Balance as of March 31, 2022 (unaudited) | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (19,206,334 | ) | $ | (19,205,584 | ) | ||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2021
Cash Flows from Operating Activities: | ||||
Net loss | $ | (6,456,287 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (6,247 | ) | ||
Unrealized loss on change in fair value of warrant liability | 5,996,188 | |||
Changes in current assets and current liabilities: | ||||
Prepaid assets | 99,151 | |||
Due to related party | 29,204 | |||
Accounts payable | (12,943 | ) | ||
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Net cash used in operating activities | (350,934 | ) | ||
Net Change in Cash | (350,934 | ) | ||
Cash—Beginning | 764,329 | |||
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Cash—Ending | $ | 413,395 | ||
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Supplemental Disclosure of Non-cash Financing Activities: | ||||
Change in value of Class A common stock subject to possible redemption | $ | (6,456,290 | ) | |
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For the Three Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net (loss) income | $ | (1,448,735) | $ | 8,617,191 | ||||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
Interest income earned on Trust | — | (7,600 | ) | |||||
Unrealized gain on change in fair value of warrants | (170,435 | ) | (9,537,808 | ) | ||||
Changes in current assets and current liabilities: | ||||||||
Prepaid expenses | (53,316 | ) | 42,055 | |||||
Due to related party, net | — | 30,000 | ||||||
Deferred legal fee | 905,322 | 510,020 | ||||||
Income taxes payable | — | — | ||||||
Advances from Sponsor | 66,400 | 350,000 | ||||||
Accounts payable and accrued expenses | 472,271 | (23,941 | ) | |||||
Net cash used in operating activities | (228,493 | ) | (20,083 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Cash withdrawn from Trust Account to pay franchise and income taxes | 124,200 | — | ||||||
Net cash provided by investing activities | 124,200 | — | ||||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from Promissory note – related party | 135,000 | — | ||||||
Net cash provided by financing activities | 135,000 | — | ||||||
Net Change in Cash | 30,707 | (20,083 | ) | |||||
Cash-Beginning | 760 | 43,054 | ||||||
Cash-Ending | $ | 31,467 | $ | 22,971 | ||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
Waived Administrative Support Fee | $ | 242,089 | $ | — | ||||
Note 1 — Organization and Business Operations
“Merger Subs”).
The shares of Class A common stock subject to redemption will beare recorded at a redemption value and classified as temporary equity, upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing“Distinguishing Liabilities from Equity.Equity.” In such case,If the Company seeks stockholder approval, the Company will proceed with aan initial Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of ainitial Business Combination and, ifis approved by the Company seeks stockholder approval,affirmative vote of the holders of a majority of the issued and outstanding shares votedof the Common Stock that are voted in favor of theat a stockholder meeting held to consider such initial Business Combination.
The Company has eighteen months from the closing of the IPO on Decemberuntil
Liquidation
Liquidity
As
Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 for the founder shares, the loan under an unsecured promissory note from the Sponsor of $275,000,its wholly owned subsidiaries, which were formed on March 30, 2023. All significant intercompany balances and advances from sponsor of $634,447. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needstransactions have been satisfied through the proceeds from the consummation of the Private Placement not heldeliminated in the Trust Account.
In addition, in order to finance transaction costs in connection with an initial Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans.
The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
Note 2 — Significant Accounting Policies
March 23, 20
esti
Marketable securities held in Trust Account
At March 31, 2021 and December 31, 2020, the assets held in the Trust Account were substantially held in mutual funds comprised of U.S. Treasury Bills.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 24,549,510 and 25,195,139 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.
Net Income (Loss) Per Common Share
Net income (loss) per common stock is computed by dividing net income (loss) by the weighted-average number of common stock outstanding for the period. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 23,000,000 shares of Class A common stock in the aggregate.
The Company’s statement of operations includes a presentation of net income per share of Class A common stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net income per common stock, basic and diluted, for redeemable Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes, by the weighted average number of redeemable Class A common stock outstanding since original issuance.
Net loss per share of common stock, basic and diluted, for non-redeemable Class B common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class B common stock, by the weighted average number of non-redeemable Class B common stock outstanding for the period. Non-redeemable Class B common stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account.
For the three months ended December 31, 2020 | ||||
Numerator: Net income allocable to Class A common stock | ||||
Amortized Interest income on marketable securities held in trust | $ | 6,247 | ||
Less: interest available to be withdrawn for payment of taxes | (6,247 | ) | ||
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Net income allocable to Class A common stock | $ | — | ||
Denominator: Weighted Average Redeemable Class A common stock | ||||
Redeemable Class A Common Stock, Basic and Diluted | 30,000,000 | |||
Basic and Diluted net income per share, Class A common stock | $ | 0.00 | ||
Non-Redeemable Common Stock | ||||
Numerator: Net Income minus Redeemable Net Earnings | ||||
Net Loss | $ | (6,462,534 | ) | |
Redeemable Net Earnings | — | |||
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Non-Redeemable Net Loss | $ | (6,462,534 | ) | |
Denominator: Weighted Average Non-Redeemable Common Stock | ||||
Basic and diluted weighted average shares outstanding, common stock | 7,500,000 | |||
Basic and diluted net loss per share, Class B common stock | $ | (0.86 | ) |
deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, 1,672,102 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed
For the Three Months Ended March 31, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net (loss) income per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net (loss) income | $ | (264,109 | ) | $ | (1,184,626 | ) | $ | 6,893,753 | $ | 1,723,438 | ||||||
Denominator: | ||||||||||||||||
Weighted-average shares outstanding | 1,672,102 | 7,500,000 | 30,000,000 | 7,500,000 | ||||||||||||
Basic and diluted net (loss) income per share | $ | (0.16 | ) | $ | (0.16 | ) | $ | 0.23 | $ | 0.23 |
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument.
FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock.
Income Taxes
The Company accounts for income taxes under ASC 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2020 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company has identified the United States as its only “major” tax jurisdiction.
The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.
The provision for income taxes was deemed immaterial for the three months ended March 31, 2021.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s condensedaccompanying consolidated financial statements.
In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoptionstate
Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The balance sheet does not include any adjustments that might result from the outcome of this uncertainty.
Note 3 — Initial Public Offering
Gross proceeds from IPO | $ | 300,000,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (19,987,400 | ) | ||
Common stock issuance costs | (15,968,970 | ) | ||
Payment from Trust Account in connection with redemption of shares | (283,624,535 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 36,301,925 | |||
Class A common stock subject to possible redemption, December 31, 2022 | 16,721,020 | |||
Class A common stock subject to possible redemption, March 31, 2023 | $ | 16,721,020 | ||
Once the warrants become exercisable, the Company may call the warrantsPublic Warrants for redemption:
Note 4 — Private Placement
Note 5 — Related Party Transactions
The Sponsor has agreed not to transfer, assign or sell its Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading dayany30-tradingday period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Due to Sponsor
On December 11, 2020,quarter ended March 31, 2023, the Sponsor advanced $135,000 to the Company. On April 25, 2023, the Company issued a promissory note (the “Promissory Note”) to the Sponsor in connection with the advances made during the three months period ended March 31, 2023. Pursuant to the Promissory Note, the Sponsor loaned the Company an aggregate principal amount of $634,447.$135,000 for working capital purposes. The Promissory Note is
Working CapitalOctober 5, 2022, we entered into a
Administrative Service Fee
The Company
case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an
9
March 31, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Money Market Funds held in Trust Account | $ | 300,006,329 | $ | 300,006,329 | $ | — | $ | — | ||||||||
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$ | 300,006,329 | $ | 300,006,329 | $ | — | $ | — | |||||||||
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Liabilities: | ||||||||||||||||
Warrant Liability | $ | 39,803,651 | $ | 25,500,000 | $ | — | $ | 14,303,651 | ||||||||
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$ | 39,803,651 | $ | 25,500,000 | $ | — | $ | 14,303,651 | |||||||||
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value:
March 31, 2023 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Liabilities: | ||||||||||||||||
Warrant Liability—Public Warrants | $ | 768,000 | $ | 768,000 | $ | — | $ | — | ||||||||
Warrant Liability—Private Placement Warrants | $ | 445,014 | — | — | 445,014 | |||||||||||
$ | 1,213,014 | $ | 768,000 | $ | — | $ | 445,014 | |||||||||
December 31, 2020 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Money Market Funds held in Trust Account | $ | 300,000,082 | $ | 300,000,082 | $ | — | $ | — | ||||||||
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$ | 300,000,082 | $ | 300,000,082 | $ | — | $ | — | |||||||||
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Liabilities: | ||||||||||||||||
Warrant Liability | $ | 33,807,463 | $ | — | $ | — | $ | 33,807,463 | ||||||||
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$ | 33,807,463 | $ | — | $ | — | $ | 33,807,463 | |||||||||
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value:
December 31, 2022 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Liabilities: | ||||||||||||||||
Warrant Liability—Public Warrants | $ | 877,500 | $ | 877,500 | $ | — | $ | — | ||||||||
Warrant Liability—Private Placement Warrants | $ | 505,949 | — | — | 505,949 | |||||||||||
$ | 1,383,449 | $ | 877,500 | $ | — | $ | 505,949 | |||||||||
$768,000 and $877,500, respectively.
Input | March 31, 2021 | |||
Expected term (years) | 5.60 | |||
Expected volatility | 24.4 | % | ||
Risk-free interest rate | 1.06 | % | ||
Fair value of the common stock price | $ | 10.03 |
2023:
Input | March 31, 2023 | |||
Expected term (years) | 5.97 | |||
Expected volatility | 7.1 | % | ||
Risk-free interest rate | 4.66 | % | ||
Exercise price | $ | 11.50 | ||
Fair value of the common stock price | $ | 10.18 |
Input | December 31, 2022 | |||
Expected term (years) | 1.15 | |||
Expected volatility | 7.9 | % | ||
Risk-free interest rate | 4.68 | % | ||
Exercise price | $ | 11.50 | ||
Fair value of the common stock price | $ | 9.92 |
Warrant Liability | ||||
Fair value as of December 31, 2020 | $ | 33,807,463 | ||
Transfer out of Level 3 to Level 1 | (25,500,000 | ) | ||
Revaluation of warrant liability included in other expense within the statement of operations for the three months ended March 31, 2021 | 5,996,188 | |||
|
| |||
Fair value as of March 31, 2021 | $ | 14,303,651 | ||
|
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Note 7 — Commitments and Contingencies
Registration Rights
Warrant Liability | ||||
Fair value as of December 31, 2022 | $ | 505,949 | ||
Change in fair value | (60,935 | ) | ||
Fair value as of March 31, 2023 | $ | 445,014 | ||
Warrant Liability | ||||
Fair value as of December 31, 2021 | $ | 4,822,783 | ||
Change in fair value | (3,428,308 | ) | ||
Fair value as of March 31, 2022 | 1,394,475 | |||
Underwriting Agreement
The underwriters have a 45-day option froman additional one month each time, up to December 11, 20202023, (ii) provide for a the right of a holder of Class B common stock to purchase up to an additional 3,915,000 Units to cover over-allotments, if any. On December 11, 2020, the underwriters partially exercised their over-allotment option and purchased an additional 3,900,000 Units. The unexercised portion of the over-allotment option was forfeited.
On December 11, 2020, the underwriters were paid a cash underwriting fee of $6,000,000, or 2% of the gross proceeds of the IPO. Additionally, the underwriters will be entitled to a deferred underwriting fee of $10,500,000, or 3.5% of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.
Note 8 — Stockholders’ Equity
Preferred Stock — The Company is authorized to issue a total of 1,000,000convert its shares of preferredClass B common stock at par value of $0.0001 each. At March 31, 2021 and December 31, 2020, there were no shares of preferred shares issued and outstanding.
Class A Common Stock — The Company is authorized to issue a total of 280,000,000into shares of Class A common stock on a
Class B Common Stock — The Company is authorized to issue a total of 20,000,000 shares of Class B common stock at par value of $0.0001 each. After giving retroactive effect to the forfeiture of sharesissued and subsequent split described in Note 5, there were 7,503,750outstanding and 0 shares of Class B common stock issued and outstanding.
any financial incentives or discounts given to incentivize
The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustmentreceived as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal,consideration in the aggregate, on an as-converted basis, 20%Mergers (including the Earnout Warrants) for a period of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor or its affiliates upon conversion of loans made to the Company).
Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.
30 days after Closing.
The Company evaluated subsequent events and transactions that occurred after the balance sheet dates, up to the date which the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statement.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to “we”, “us”, “our” or the “Company” are to Altitude AcquisitionsAcquisition Corp., except where the context requires otherwise. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this report.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.
Overview
We are a blank check company incorporated on August 12, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similarbusiness combination. On December 9, 2022, we announced that we had signed a non-binding letter of intent for our initial business combination with onethe Target. We intend to negotiate and consummate a business combination with the Target, but we are not able to assure you whether we will complete a business combination with the Target or more businesses (a “Business Combination”).with any other target business. We consummatedalso have neither engaged in any operations nor generated any revenue to date. Based on our Public Offering (asbusiness activities, the Company is a “shell company” as defined below) onunder the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.
On December 11, 2020, we consummated our initial public offering of 30,000,000 units, including 3,900,000 units issued to the underwriters based on a partial exercise of their over-allotment option. Each unit consists of one share of Class A common stock and are currentlyone-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds of $300 million. Simultaneously with the consummation of the initial public offering, we completed the private placement of an aggregate of 8,000,000 warrants to the Sponsor at a purchase price of $1.00 per warrant, generating gross proceeds of $8 million. Prior to the consummation of the initial public offering, on August 12, 2020, we issued an aggregate of 8,625,000 shares of our Class B common stock (“Founder Shares”) to our Sponsor for an aggregate purchase price of $25,000 in cash. On November 30, 2020, our Sponsor surrendered an aggregate of 1,437,500 Founder Shares to us for no consideration, resulting in our Sponsor holding an aggregate of 7,503,750 Founder Shares. On December 11, 2020 the processunderwriters partially exercised their over-allotment option, and as a result, 975,000 Founder Shares were no longer subject to forfeiture and 3,750 Founder Shares were forfeited for no consideration. Accordingly, this resulted in our Sponsor holding an aggregate of locating suitable targets for our Business Combination. We intend to use7,500,000 Founder Shares.
A total of $300,000,000, comprised of $292,000,000 of the cash proceeds from our Public Offeringthe initial public offering (which amount includes $10,500,000 of the underwriters’ deferred discount) and $8,000,000 of the Private Placement described below as well as additional issuances, if any,proceeds of our capital stock, debt or a combination of cash, stock and debt to complete the Business Combination.
We expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.
We completed the sale of 30,000,000 units (the “Units”the private placement warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by CST, acting as trustee.
On December 5, 2022, in order to mitigate the risk of being deemed an unregistered investment company, we instructed CST to liquidate the securities held in the Trust Account and with respectinstead hold all funds in the Trust Account in an interest-bearing bank deposit account. As a result, following such change, we will likely receive minimal, if any, interest, on the funds held in the Trust Account.
As of March 31, 2023 and December 31, 2022, there was $16,851,596 and $16,975,796 in cash held in the Trust Account.
On June 10, 2022, we held a special meeting of stockholders. At the special meeting, the Company’s stockholders approved an amendment to the Company’s Charter to extend the date by which the Company must complete its initial business combination from June 11, 2022 to October 11, 2022. In connection with the extension, stockholders holding an aggregate of 24,944,949 Public Shares exercised their right to redeem their shares for approximately $10.01 per share of the funds held in the Trust Account, leaving approximately $50,600,000 in cash in the Trust Account after satisfaction of such redemptions.
Prior to the June special meeting, on June 9, 2022, we entered into non redemption agreements (“June Non-Redemption Agreements”) with certain of our existing stockholders (“June Non-Redeeming Stockholders”) holding an aggregate of 1,250,000 shares of Class A common stock. Pursuant to the June Non-Redemption Agreements, the June Non-Redeeming Stockholders agreed to (a) not redeem any shares of Class A common stock includedheld by them on the date of the Non-Redemption Agreements in connection with the extension, (b) vote all of their shares in favor of the extension and any initial business combination presented by the Company for approval by its stockholders, and (c) not Transfer (as such term is defined in the Units sold,June Non-Redemption Agreements) any of their shares until the “Public Shares”), includingearlier of October 11, 2022 and consummation of the issuanceCompany’s initial business combination.
In connection with the June Non-Redemption Agreements, Gary Teplis, the Chief Executive Officer of 3,900,000 Unitsthe Company, agreed to pay to each June Non-Redeeming Stockholder $0.033 per share in cash per month through October 11, 2022, and as a result Gary Teplis contributed a total of $184,929 as part of the partial exerciseexecuted June Non-Redemption Agreements.
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On October 6, 2022, we held a special meeting of stockholders. At the special meeting, the Company’s stockholders approved a second amendment to the Charter to extend the date by which the Company must complete a business combination from October 11, 2022 to April 11, 2023. In connection with the special meeting, stockholders holding an aggregate of 3,382,949 Public Shares exercised their right to redeem their shares for approximately $10.05 per share of the underwriters’ over-allotment option, at $10.00 per Unit generating gross proceedsfunds held in the Trust Account, leaving approximately $16,810,087 in cash in the Trust Account after satisfaction of $300,000,000. Simultaneoussuch redemptions.
Prior to the October special meeting, on October 5, 2022, we entered into a non-redemption agreement (“October Non-Redemption Agreement”) with one of our existing stockholders (“October Non-Redeeming Stockholder”) holding an aggregate of 223,124 shares of Class A common stock. Pursuant to the October Non-Redemption Agreement, the October Non-Redeeming Stockholder agreed to (a) not redeem the shares in connection with the closingextension and (b) vote all of its shares in favor of the Public Offering, we completedextension.
In connection with the saleOctober Non-Redemption Agreement, Gary Teplis, the Chief Executive Officer of 8,000,000 warrants (the “Private Warrants”) at a price of $1.00the Company, agreed to pay to the October Non-Redeeming Stockholder $0.05 per Private Warrantshare per month through April 11, 2023, in a private placement to our sponsor, generating gross proceeds tosingle cash payment within 45 days from the Companydate of $8,000,000.the October Non-Redemption Agreement and as a result Gary Teplis contributed a total $66,937 as part of the executed October Non-Redemption Agreement.
As of March 31, 2021,2023 and December 31, 2022, a total of $300,000,000 of$16,851,596 and $16,975,796 was held in the net proceeds from the Public Offering (including the full exercise of the over-allotment option) and the Private Placements wereTrust Account. The Trust Account is held in a trustan interest-bearing bank deposit account established for the benefit of the Company’s public shareholders. The trust fund account is invested in interest-bearing U.S. government securities and the income earned on those investmentsthe deposit account is also for the benefit of our public shareholders.stockholders.
Our management has broad discretion with respect to the specific application of the net proceeds of the Public Offeringinitial public offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally towards consummating a business combination.
Charter Amendment
On April 7, 2023, the Company held an annual meeting of stockholders (the “Annual Meeting”), the Company’s stockholders approved a third amendment to the Company’s Charter (the “Charter Amendment”) to give the Board the right to extend the Combination Period, without further stockholder vote, monthly, up to eight times for an additional one month each time, from April 11, 2023 up to December 11, 2023 (the “Extension Amendment”). Additionally, the Company’s stockholders approved amendments to the Charter to provide for a right of a holder of Class B common stock of the Company, par value $0.001 per share to convert its shares of Class B common stock into shares of Class A common stock of the Company, par value $0.001 per share, on a one-to-one basis at any time and from time to time at the election of the holder (the “Founder Share Amendment”) and to delete the limitation that the Company shall not consummate a Business Combination if it would cause the Company’s net tangible assets to be less than $5,000,0001 following such redemptions and the limitation that the Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. (the “Redemption Limitation Amendment”). The Company’s stockholders also re-elected Hilton Sturisky as a Class I director for a three year term.
In connection with the extension of the Combination Period stockholders holding an aggregate of 337,457 Public Shares exercised their right to redeem their shares for approximately $10.08 per share of the funds held in the Trust Account, leaving approximately $13,460,673.61 in cash in the Trust Account after satisfaction of such redemptions.
On April 7, 2023, pursuant to the terms of the Charter, Altitude Acquisition Holdco LLC (“Sponsor”), the holder of an aggregate of 7,500,000 shares of Class B common stock, elected to convert each outstanding share of Class B common stock held by it on a one-for-one basis into shares of Class A common stock, with immediate effect. Following such conversion, as of April 7, 2023, the Company had an aggregate of 8,834,645 shares of Class A common stock issued and outstanding and 0 shares of Class B common stock issued and outstanding.
Business Combination Agreement
On April 23, 2023, the Company, entered into a business combination agreement the “Business Combination Agreement” by and among the Company, Altitude Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Altitude (“Merger Sub”), Altitude Merger Sub II, LLC a Delaware limited liability company and a direct wholly owned subsidiary of Altitude (“Merger Sub II” and together with Merger Sub, the “Merger Subs”) Picard Medical, Inc., a Delaware corporation (“Picard”) and Hunniwell Picard I, LLC, solely in its capacity as the representative, agent and attorney-in-fact of the security holders of Picard. The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Picard (the “First Merger”), with Picard surviving as a wholly-owned subsidiary of the Company (the “Surviving Corporation”). Immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and Merger Sub II, with Merger Sub II surviving as the surviving entity (the “Surviving Entity”, and such merger, the “Second Merger” and, together with the First Merger, the “Mergers”). Upon the closing of the Mergers (the “Closing”), it is anticipated that the Company will change its name to “Picard Medical Holdings, Inc.” and is referred to herein as “New Picard” as of the time following such change of name. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.”
Prior to the First Merger, each issued and outstanding share of Picard’s preferred stock, par value $0.0001 per share (“Picard Preferred Stock”), shall automatically convert into one (1) share of common stock of the Picard, par value $0.001 per share (“Picard Common Stock”). Each of Picard’s convertible notes that are outstanding prior to the First Merger, if any, will convert prior to the First Merger into shares of Picard Common Stock in accordance with the terms of such convertible notes. Each share of Picard Common Stock held by a Picard securityholder immediately prior to the First Effective Time (including shares issued upon conversion of Picard Preferred Stock and convertible notes, but not including dissenting shares) shall be automatically cancelled and converted into the right to receive a pro rata portion of an aggregate of 48,000,000 shares of common stock of New Picard, par value $0.001 per share (“New Picard Common Stock”), and an aggregate of 6,500,000 warrants to purchase shares of New Picard Common Stock at an initial exercise price of $11.50 per share (“New Picard Warrants”), plus up to an additional 6,500,000 New Picard Warrants if certain earnout conditions are satisfied (the “Earnout Warrants”). Each of Picard’s options that are outstanding and unexercised prior to the First Merger will be
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assumed by New Picard and converted into a New Picard option with the same terms and conditions. Each of Picard’s warrants that are outstanding and unexercised prior to the First Merger, whether or not then vested or exercisable, will be assumed by New Picard and will be converted into a warrant to acquire shares of New Picard Common Stock and will be subject to the same terms and conditions that applied to the Picard warrant immediately prior to the First Merger.
The Earnout Warrants will be held in escrow following the Closing and will be released to the Picard securityholders if, at any time during the five (5) year period following the Closing, the dollar volume-weighted average price (“VWAP”) of New Picard Common Stock for any 20 trading days within any 30 trading day period is greater than $12.50.
At the Closing, New Picard will issue 100,000 shares of New Picard Common Stock and 30,000 New Picard Warrants to certain service providers of Altitude.
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The Board of the Company has unanimously approved and declared advisable the Business Combination Agreement and the Mergers and resolved to recommend approval of the Business Combination Agreement and related matters by the Company’s stockholders. The Closing is expected to occur in the second half of 2023, following the receipt of required approval by the stockholders of the Company and Picard, required regulatory approvals, the effectiveness of the registration statement on Form S-4 (“Registration Statement”) to be filed with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Mergers and the fulfilment of other conditions set forth in the Business Combination Agreement.
Sponsor Support Agreement
In connection with the execution of the Business Combination Agreement, on April 23, 2023, the Sponsor entered into a support agreement with the Company and Picard (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, Sponsor agreed to vote, at any meeting of the stockholders of the Company, and in any action by written consent of the stockholders of the Company, all of the common stock of the Company held by the Sponsor in favor of (i) the approval and adoption of the Mergers,; (ii) adoption and approval of the an amended and restated certificate of incorporation of New Picard (the “New Picard Certificate of Incorporation”), in a form to be mutually agreed to by the Company and Picard, which shall provide for, among other things, the change of the name of the Company to “Picard Medical Holdings, Inc.”; (iii) approval of New Picard’s equity incentive plan; (iv) approval of the issuance of shares under applicable Nasdaq listing rules; (v) approval to adjourn the Company’s stockholder meeting, if necessary; and (vi) approval to obtain any and all other approvals necessary or advisable to effect the consummation of the Mergers as determined by the company (the proposals set forth in the forgoing clauses (i) through (vi) collectively, the “Company Proposals”); and (vii) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Business Combination Agreement and the approval of the Company Proposals. In addition, the Sponsor Support Agreement prohibits the Sponsor from, among other things, selling, assigning or transferring or redeeming any Class A common stock held by it. In addition, the Sponsor Support Agreement provides that the Sponsor will, in connection with the Closing (x) forfeit an aggregate amount of up to 4,500,000 shares of Class A common stock held by the Sponsor immediately prior to the Closing, with such number of forfeited shares to be reduced by 20,000 shares for each $1,000,000 by which the proceeds of the Closing Offering (as defined in the Business Combination Agreement) plus the funds remaining in the Company’s Trust Account (after giving effect to redemptions and any financial incentives or discounts given to incentivize non-redemption and the repayment of any outstanding debt to the Sponsor) together with the proceeds from any Picard Financing, exceeds $38,000,000, (y) forfeit 6,500,000 warrants of the Company, each whole warrant exercisable for one Company Class A Share at an initial exercise price of $11.50 per share (the “Company Warrants”) held by Sponsor immediately prior to the Closing, and (z) deposit with Continental Stock Transfer & Trust Company, acting as escrow agent, 1,250,000 shares of Class A common stock (the “Sponsor Earnout Shares”) and 1,000,000 Company Warrants (the “Sponsor Earnout Warrants” and together with the Sponsor Earnout Shares, the “Sponsor Earnout Securities”). The Sponsor Earnout Securities will be released to the Sponsor upon achievement of the following milestones at any time during the five year period following the Closing: (i) 500,000 Sponsor Earnout Shares will be released if the VWAP of New Picard Common Stock is equal to or greater than $12.50 for any 20 trading days within any 30 trading day period, (ii) 250,000 Sponsor Earnout Shares and 1,000,000 Earnout Warrants will be released upon the closing of the acquisition by the Company or New Picard, as applicable, of at least 10,000,000 Company Warrants or New Picard Warrants, as applicable, from public investors, and (iii) 750,000 Sponsor Earnout Shares will be released upon the release of the Sponsor Earnout Shares and Sponsor Earnout Warrants pursuant to both (i) and (ii) of this paragraph. Any Sponsor Earnout Securities that have not been released from escrow on the date that is five years after the Closing shall be forfeited.
Picard Support Agreements
In connection with the execution of the Business Combination Agreement, on April 23, 2023, certain Picard stockholders holding an aggregate of approximately 90% of the outstanding Picard equity, on an as-converted to Picard Common Stock basis, and 100% of the outstanding Picard Preferred Stock (together, the “Picard Supporting Stockholders”) entered into support agreements with the Company and Picard (the “Picard Support Agreements”). Under the Picard Support Agreements, each Picard Supporting Stockholder agreed that, following the SEC declaring effective the Registration Statement, to execute and deliver a written consent with respect to the outstanding shares of Picard Common Stock and Picard Preferred Stock held by such Picard Supporting Stockholder (the “Subject Picard Shares”) approving the Business Combination Agreement and the transactions contemplated thereby. In addition to the foregoing, each Picard Supporting Stockholder agreed that at any meeting of the holders of Picard capital stock, each such Picard Supporting Stockholder will appear at the meeting, in person or by proxy, and cause its Subject Picard Shares to be voted (i) to approve and adopt the Business Combination Agreement and the transactions contemplated thereby, including the Mergers; (ii) against any (A) any merger, consolidation, share exchange, business combination or other similar transaction or (B) any sale, lease, exchange, transfer or other disposition of all or a material portion of the assets of Picard (a “Alternative Proposal”); and (iii) against any amendment of the certificate of incorporation, or bylaws of Picard or proposal or transaction that would impede or frustrate the provisions of the Picard Support Agreements, the Business Combination Agreement or the transactions contemplated thereby. In addition, the Picard Support Agreements prohibit the Picard Supporting Stockholders from, among other things, (i) transferring any of the Subject Picard Shares; (ii) entering into (a) any option, warrant, purchase right, or other contact that would require the Picard Support Stockholders to transfer the Subject Picard Shares, or (b) any voting trust, proxy or other contract with respect to the voting or transfer of the Subject Picard Shares; or (iii) or taking any action in furtherance of the forgoing.
The Picard Support Agreement provides that the Picard Supporting Stockholders will not directly or indirectly, (i) solicit, initiate or knowingly encourage or facilitate any inquiry, proposal, or offer which constitutes, or could reasonably be expected to lead to, an Alternative Proposal in their capacity as such, (ii) participate in any discussions or negotiations regarding, or furnish or receive any nonpublic information relating to the Picard or its subsidiaries, in connection with any Alternative Proposal, (iii) approve or recommend, or make any public statement approving or recommending an Alternative Proposal, (iv) enter into any letter of intent, merger agreement or similar agreement providing for an Alternative Proposal, (v) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence with respect to voting of the Picard capital stock intending to facilitate any Alternative Proposal or cause any holder of shares of Picard capital stock not to vote to adopt the Business Combination Agreement and approve the Mergers and the other transactions contemplated thereby, (vi) become a member of a “group” (as such term is defined in Section 13(d) of the Exchange Act) with respect to any voting securities of Picard that takes any action in support of an Alternative Proposal or (vii) otherwise resolve or agree to do any of the foregoing.
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Picard’s Supporting Stockholders each also irrevocably waived, and agreed not to exercise or assert, any dissenters’ or appraisal rights under Delaware law in connection with the Mergers and the Business Combination Agreement.
Other Agreements
The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the agreements described below.
Registration Rights Agreement
In connection with the Closing, the Company, Picard, and certain of their respective stockholders will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, New Picard will be required to register for resale securities held by the stockholders party thereto. In addition, the holders will have certain demand and “piggyback” registration rights. New Picard will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement.
Lock-Up Agreement
In connection with the Closing, the Company and certain record and/or beneficial owner of equity securities of Picard (“Holders”) will enter into a lock-up agreement (the “Lock-Up Agreement”). Pursuant to the Lock-Up Agreement, the Holders will agree, subject to customary exceptions, not to transfer (a) any shares of New Picard Common Stock received by them as consideration in the Mergers (the “Lock-Up Shares”) for the period ending on the earliest of (x) the date this is one (1) year following the Closing Date, (y) the date on which the closing price of shares of New Picard Common Stock on Nasdaq equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for twenty (20) of any thirty (30) consecutive trading days commencing at least 150 days after the Closing, and (z) the date on which New Picard completes a liquidation, merger, capital stock exchange, reorganization or similar transaction that results in all of New Picard’s stockholders having the right to exchange their shares of New Picard Common Stock for cash, securities or other property and (b) any warrants of received as consideration in the Mergers (including the Earnout Warrants) for a period of 30 days after Closing.
Nasdaq Deficiency Notice
On January 9, 2023, the Company received a deficiency notice from Nasdaq indicating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2021, as required by Nasdaq Listing Rule 5620(a). The Company submitted a plan to regain compliance and Nasdaq granted the Company until April 11, 2023, its then-current liquidation date, to regain compliance. The Company held its Annual Meeting on April 7, 2023 and accordingly regained compliance with Nasdaq Listing Rule 5620(a).
Results of Operations
As of March 31, 2021,2023, we have not commenced any operations. All activity for the period from August 12, 2020 (inception) through March 31, 2021,2023, relates to our formation and initial public offering, (“Public Offering” or “IPO”), and, since the completion of the IPO, searching for a target to consummate a Business Combination.business combination. We will not generate any operating revenues until after the completion of a Business Combination,business combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering and placedon cash deposits in the Trust Account (defined below).Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended March 31, 2021,2023, we had a net loss of $6,456,287. We incurred $466,358 of formation and$1,448,735 which included operating costs and $5,996,188 of $1,619,190, partially offset by unrealized gain on change in fair value of warrant liability,warrants of $170,435 and interest income earned on the operating bank account of $20.
For the three months ended March 31, 2022, we had a net income of $8,617,191 which included unrealized gain on change in fair value of warrants of $9,537,808, interest income earned on the proceeds in the Trust Account of $7,600 and interest income earned on the operating bank account of $1, partially offset by $6,259operating costs of earned interest income.$928,218.
Liquidity and Capital Resources
As of March 31, 2021,2023, we had cash outside our trust accountTrust Account of $413,395,$31,467 available for working capital needs. All remaining cash was held in the trust accountTrust Account and is generally unavailable for our use prior to an initial business combination.
On December 11, 2020, we consummated the IPO of 30,000,000 Units, (and, with respect to the common stock included in the Units being offered, the “public share”, the warrants included in the Units, the “public warrants” and the rights included in the Units, the “rights”), at $10.00 per Unit, generating gross proceeds of $300,000,000.
Simultaneously with the closing of the IPO, we consummated the sale of 8,000,000 warrants, (the “Private Warrants”), at a price of $1.00 per Private Warrant, generating gross proceeds of $8,000,000.
In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 3,915,000 additional Units to cover over-allotments, (the “Over-Allotment Units”), if any. On December 11, 2020, the underwriters partially exercised their Over-Allotment Option and purchased an additional 3,900,000 Units. The unexercised portion of the over-allotment option was forfeited.
Following our IPO and the sale of the Private Warrants, a total of $300,000,000 ($10.00 per Unit) was placed in the Trust Account. We incurred $17,107,057 in IPO related costs, including $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting discount and $607,057 of other costs.
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As of March 31, 2021,2023, we had cash and marketable securitiesinvestments held in the Trust Account of $300,006,329$16,851,596 (including approximately $6,329$130,576 of interest income) consisting of mutual funds.available). Interest income on the balance in the Trust Account may be used by us to pay taxes.
For the three months ended March 31, 2021,2023, cash used inby operating activities was $350,934.$228,493. Net loss of $6,456,287$1,448,735 was impacted by interest earnedunrealized gain on marketable securities held in the Trust Account of $6,247, change in fair value of warrant liabilitywarrants of $5,996,188,$170,435, and changes in operating assets and liabilities, which provided $115,412$1,390,677 of cash for operating activities.
For the three months ended March 31, 2022, cash used in operating activities was $20,083. Net income of $8,617,191 was impacted by interest income earned on Trust Account of $7,600, unrealized gain on change in fair value of warrants of $9,537,808, and changes in operating assets and liabilities, which provided $908,134 of cash for operating activities.
We intend to use substantially all of the funds held in the trust account,Trust Account, including any amounts representing interest earned on the trust accountTrust Account (excluding the deferred underwriters’ discount) to complete our initial Business Combination.business combination. We may withdraw interest to pay our taxes and liquidation expenses if we are unsuccessful in completing a Business Combination.business combination. We estimate our annual franchise tax obligations to be $200,000,$185,600, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from the Public Offeringinitial public offering held outside of the trust accountTrust Account or from interest earned on the funds held in the trust accountTrust Account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust accountTrust Account reduced by our operating expense and franchise taxes. We expect the interest earned on the amount in the trust accountTrust Account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial Business Combination,business combination, the remaining proceeds held in the trust accountTrust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
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On June 2, 2021, we issued an unsecured promissory note to the Sponsor for an aggregate available principal amount of $300,000 to be used for a portion of the expenses of the Business Combination. This loan is non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Business Combination. We had no borrowings under the promissory note.
Further, our Sponsor, officers and directors or their respective affiliates may, but are not obligated to, loan us funds as may be required (the “Working Capital Loans”). If we complete a Business Combination, we wouldwill repay the Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion. As of March 31, 2021,2023 and December 31, 2022, no Working Capital Loans have been issued.
We do not believe weAt March 31, 2023 and December 31, 2022, the Company owed the Sponsor or its affiliates $869,044 and $802,644 related to advances, respectively. Although management expects that it will needbe able to raise additional fundscapital to support its planned activities and complete a business combination on or prior to April 11, 2023 (which date may be extended by the Board monthly up to December 11, 2023 in orderconnection with the Monthly Extension), it is uncertain whether it will be able to meet the expenditures required for operating our business.do so. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combinationbusiness combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.business combination. Moreover, we may need to obtain additional financing either to complete our Business Combinationbusiness combination or because we become obligated to redeem a significant number of our public sharesPublic Shares upon consummation of our Business Combination,business combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination.business combination. If we are unable to complete our Business Combinationbusiness combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination,business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Off-Balance Sheet Financing Arrangements
We did not have any off-balance sheet arrangement as of March 31, 2021.2023.
Contractual Obligations
As of March 31, 2021,2023, we did not have any long-term debt, capital or operating lease obligations.
We entered into an administrative services agreement pursuantThe Company agreed, commencing on the date that the securities of the Company were first listed on The Nasdaq Capital Market (the “Listing Date”), to which we will pay an affiliate of onethe Company’s Sponsor a monthly fee of our directorsan aggregate of $10,000 for office space, utilities and secretarial and administrative services providedsupport. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. During the quarter of March 31, 2023, the Sponsor agreed to memberswaive the company’s payment obligation under the administrative support agreement and therefore has recognized contribution from Sponsor of our management team, in an amount not to exceed $10,000 per month.$247,667.
Critical Accounting PoliciesEstimates
The preparation of condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:estimates:
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The warrants liabilities are the Company’s most significant estimate. Accordingly, the actual results could differ significantly from those estimates.
Derivative Financial Instruments
We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives“Derivatives andHedging” Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the consolidated balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the consolidated balance sheet date. We have determined the warrants are a derivative instrument.
FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. We apply this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock.
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Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”)ASC Topic 480 “Distinguishing“Distinguishing Liabilities from Equity.Equity.” Common stock subject to mandatory redemption (if any) areis classified as liability instruments and areis measured at fair value. Conditionally redeemable Class A common stock (including common stock that featurefeatures redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) areis classified as temporary equity. At all other times, common stock areis classified as stockholders’ equity. Our Class A common stock featurefeatures certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 20212023 and December 31, 2020, 24,549,510 and 25,195,1392022, 1,672,102 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equitydeficit section of our consolidated balance sheet.sheets, respectively.
Net (Loss) Income (Loss) Per Share of Common ShareStock
We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average numberhave two classes of common stock, outstanding for the period. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement since the exercise of the warrantswhich are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisablereferred to purchase 23,000,000 shares of common stock in the aggregate.
The Company’s statement of operations includes a presentation of income per share foras Class A common stock subject to possible redemption in a manner similar to the two-class method of loss perand Class B common stock. Net income perEarnings and losses are shared pro rata between the two classes of common stock. The 23,000,000 shares of Class A common stock basic and diluted, for redeemablepotentially issuable upon the exercise of outstanding warrants to purchase Class A common stock is calculated by dividingwere excluded from diluted earnings per share for the interestthree months ended March 31, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income earned on the Trust Account, netper share of applicable franchise and income taxes, by the weighted average number of redeemable common stock outstanding since original issuance.
Net loss per common stock, basic and diluted, for non-redeemable Class A and B common stock is calculated by dividing the same as basic net loss, adjusted for(loss) income attributable to redeemableper share of common stock by the weighted average number of non-redeemable Class A and B common stock outstanding for the periods. Non-redeemable common stock includes the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account.periods presented.
Recent Accounting Standards
Our managementIn August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanyingour condensed consolidated financial statements.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electinghave elected not to delayopt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the adoption of new or revised accounting standards, and as a result, we may not comply withstandard at the time private companies adopt the new or revised standard. This may make comparison of our consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.used.. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subjectsubject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the independent registered public accounting firm’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an “emerging growth company,” whichever is earlier.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, and in light of the SEC’s Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies, promulgated on April 12, 2021, our chief executive officer has concluded that, solely due to the Company’s restatement of its financial statements to reclassify the Company’s warrants as described in the 10-K/A filed June 1, 2021, a material weakness existed and our disclosure controls and procedures were not effective as of March 31, 2021.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in our reports filed or submitted under the Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officerChief Executive Officer and principal financial officer or persons performing similar functions, as appropriateChief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.
Changes in Internal Control over Financial Reporting
There wasDuring the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that occurred during the quarter ended of March 31, 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
None.
FactorsThere are certain risks and uncertainties in our business that could cause our actual results to differ materially from those anticipated. A detailed discussion of our risk factors was included in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 23, 2023. These risk factors should be read carefully in connection with evaluating our business and in connection with the forward-looking statements and other information contained in this Quarterly Report are anyReport. Any of the risks described in ourthe Annual Report on Form 10-K/A filed with10-K for the SEC on June 1, 2021. Any of these factorsyear ended December 31, 2022, could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impairmaterially affect our business, financial condition or future results and the actual outcome of operations.
As of the date of this Quarterly Report on Form 10-Q, therematters as to which forward-looking statements are made. There have been no material changes to the risk factors disclosedset forth in ourthe Annual Report on Form 10-K/A filed with10-K for the SEC on June 1, 2021. However, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.year ended December 31, 2022.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity SecuritiesNone.
On August 12, 2020, we issued to our Sponsor an aggregate of 8,625,000 Founder Shares in exchange for a capital contribution of $25,000 at an average purchase price of approximately $0.003 per share. On November 30, 2020, our Sponsor surrendered an aggregate of 1,437,500 Founder Shares to us for no consideration, resulting in our Sponsor holding 7,503,750 Founder Shares. On December 11, 2020 the underwriters’ partially exercised their over-allotment option, and, as a result, 975,000 Founder Shares were no longer subject to forfeiture and 3,750 Founder Shares were forfeited for no consideration. Accordingly, this resulted in our Sponsor holding an aggregate of 7,500,000 Founder Shares. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Simultaneously with the consummation of the Public Offering, the Company consummated a private placement of 8,000,000 Private Placement Warrants to Altitude Acquisition Holdco, LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of approximately $8,000,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are the same as the Warrants sold as part of the Units in the Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.
Use of Proceeds
On December 11, 2020, we consummated the Public Offering of 30,000,000 Units, including the issuance of 3,900,000 Units as a result of the underwriters’ partial exercise of their over-allotment option.
The units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $300,000,000. Cantor Fitzgerald & Co. as the sole book running manager and Odeon Capital Group, LLC acted as lead manager of the offering. The securities sold in the Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-249071), filed with the SEC on September 25, 2020, as amended. The SEC declared the registration statement effective on December 8, 2020.
Of the gross proceeds received from the Public Offering and private placement of Private Placement Warrants, $300,000,000 was placed in the Trust Account. We paid a total of $6,000,000 in underwriting fees and $607,057 for other costs and expenses related to the Public Offering. In addition, the underwriters agreed to defer $10,500,000 in underwriting fees.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Notice of Failure to Satisfy a Continued Listing Rule or Standard.None.
On May 28, 2021, the Company received a notice from the Listing Qualifications Department of Nasdaq indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed this Quarterly Report on Form 10-Q with the SEC on or before May 24, 2021, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended. Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the SEC.
Nasdaq informed the Company that, under the Nasdaq’s listing rules, the Company has 60 calendar days from the date of the initial Nasdaq notification letter, or until July 27, 2021, to file this Quarterly Report on Form 10-Q with the SEC. The Nasdaq notice has no immediate impact on the listing or trading of the Company’s units, common stock or warrants on Nasdaq.34
Subsequent Events
On June 2, 2021, the Company issued an unsecured promissory note to the Sponsor for an aggregate available principal amount of $300,000 to be used for a portion of the expenses of the Business Combination. This loan is non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Business Combination. As of the date hereof, there were no borrowings under the promissory note.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit Index
* | Filed herewith |
** | Furnished herewith |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ALTITUDE ACQUISITION CORP. | ||||||
Date: | By: | /s/Gary Teplis | ||||
Name: Gary Teplis | ||||||
Title: Chief Executive Officer | ||||||
(Principal Executive Officer) | ||||||
Date: May 15, 2023 | By: | /s/ Farris Griggs | ||||
Name: Farris Griggs | ||||||
Title: Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
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