☒ | 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 |
1201 Western Avenue, Suite 406 Seattle, Washington | 98101 | |
(Address of principal executive offices) | (Zip Code) |
common stock,Common Stock, $0.0001 par value, and 1/4 of a redeemable Warrant to acquire one share of Class A common stockCommon Stock common stockCommon Stock included as part of the Units warrantsWarrants to acquire one share of Class A common stockCommon Stock included as part of the Units
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||||
Emerging growth company | ☒ |
Page | ||||||
Item 1. | 1 | |||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2. | ||||||
Item 3. | ||||||
Item 4. | ||||||
Item | 25 | |||||
Item 1A. | 25 | |||||
Item 2. | ||||||
Item | ||||||
Item 4. | 25 | |||||
Item 5. | 25 | |||||
Item 6. | 25 |
MARCH 31, 2021
Assets: | ||||
Defered Offering Costs | $ | 368,313 | ||
|
| |||
Total Assets | $ | 368,313 | ||
|
| |||
Liabilities and Stockholder’s Deficit | ||||
Current liabilities: | ||||
Accounts payable | $ | 12,000 | ||
Accrued expenses | 241,424 | |||
Franchise tax payable | 26,351 | |||
Note payable - related party | 95,749 | |||
|
| |||
Total current liabilities | 375,524 | |||
Commitments and Contingencies | ||||
Stockholder’s Deficit: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | |||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding | — | |||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,625,000 shares issued and outstanding (1) | 863 | |||
Additional paid-in capital | 24,137 | |||
Accumulated deficit | (32,211 | ) | ||
|
| |||
Total stockholder’s deficit | (7,211 | ) | ||
|
| |||
Total Liabilities and Stockholder’s Deficit | $ | 368,313 | ||
|
|
|
June 30, 2021 | ||||
Assets: | ||||
Current assets: | ||||
Cash | $ | 1,191,835 | ||
Prepaid expenses | 645,032 | |||
Total current assets | 1,836,867 | |||
Investments held in Trust Account | 300,004,406 | |||
Total Assets | $ | 301,841,273 | ||
Liabilities and Stockholders’ Equity | ||||
Current liabilities: | ||||
Accounts payable | $ | 93,766 | ||
Accrued expenses | 106,328 | |||
Franchise tax payable | 75,118 | |||
Total current liabilities | 275,212 | |||
Derivative warrant liabilities | 14,556,670 | |||
Deferred underwriting commissions in connection with the initial public offering | 10,500,000 | |||
Total Liabilities | 25,331,882 | |||
Commitments and Contingencies | ||||
Class A common stock; 27,150,939 shares subject to possible redemption at $10.00 per share | 271,509,390 | |||
Stockholders’ Equity: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0ne issued and outstanding | 0— | |||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,849,061 shares issued and outstanding (excluding 27,150,939 shares subject to possible redemption) | 285 | |||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 7,500,000 shares issued and outstanding | 750 | |||
Additional paid-in capital | 4,443,161 | |||
Retained Earnings | 555,805 | |||
Total stockholders’ equity | 5,000,001 | |||
Total Liabilities and Stockholders’ Equity | $ | 301,841,273 | ||
For the Period from February 11, 2021 (inception) through March 31, 2021
General and administrative expenses | $ | 5,860 | ||
Franchise tax expenses | 26,351 | |||
|
| |||
Net loss | (32,211 | ) | ||
|
| |||
Weighted average shares outstanding of Class B common stock, basic and diluted (1) | 7,500,000 | |||
|
| |||
Basic and diluted net loss per share, Class B common stock | $ | (0.00 | ) | |
|
|
|
For the Three Months Ended June 30, 2021 | For the Period From February 11, 2021 (Inception) Through June 30, 2021 | |||||||
(unaudited) | (unaudited) | |||||||
General and administrative expenses | $ | 154,558 | $ | 160,418 | ||||
Franchise tax expenses | 48,767 | 75,118 | ||||||
Loss from operations | (203,325 | ) | (235,536 | ) | ||||
Other Income (Expenses) | ||||||||
Income from investments held in Trust Account | 4,406 | 4,406 | ||||||
Offering Costs | (536,498 | ) | (536,498 | ) | ||||
Change of fair value of derivative warrant liabilities | 1,323,330 | 1,323,330 | ||||||
Interest Income | 103 | 103 | ||||||
Total other income, net | 791,341 | 791,341 | ||||||
Net income | $ | 588,016 | $ | 555,805 | ||||
Weighted average shares outstanding of Class A common stock | 30,000,000 | 30,000,000 | ||||||
Basic and diluted net income per share, Class A common stock | $ | 0 | $ | 0 | ||||
Weighted average shares outstanding of Class B common stock | 7,500,000 | 7,500,000 | ||||||
Basic and diluted net income per share, Class B common stock | $ | 0.08 | $ | 0.07 | ||||
For the Period from February 11, 2021 (inception) through March 31, 2021
Common Stock | Additional Paid-In | Total | ||||||||||||||||||||||||||
Class A | Class B | Accumulated | Stockholder’s | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance - February 11, 2021 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B common stock to | — | — | 8,625,000 | 863 | 24,137 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (32,211 | ) | (32,211 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance - March 31, 2021 (unaudited) | — | $ | — | 8,625,000 | $ | 863 | $ | 24,137 | $ | (32,211 | ) | $ | (7,211 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY (DEFICIT)
Common Stock | Retained Earnings (Accumulated | Total Stockholders’ | ||||||||||||||||||||||||||
Class A | Class B | Additional Paid-In | ||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit) | Equity (Deficit) | ||||||||||||||||||||||
Balance - February 11, 2021 (inception) (unaudited) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B common stock to Sponsor | — | — | 8,625,000 | 863 | 24,137 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (32,211 | ) | (32,211 | ) | |||||||||||||||||||
Balance - March 31, 2021 (unaudited) | 0 | 0— | 8,625,000 | 863 | 24,137 | (32,211 | ) | (7,211 | ) | |||||||||||||||||||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross | 30,000,000 | 3,000 | — | — | 290,997,000 | — | 291,000,000 | |||||||||||||||||||||
Offering costs | — | — | — | — | (16,791,414 | ) | — | (16,791,414 | ) | |||||||||||||||||||
Proceeds in excess of fair value upon the sale of Private Placement Warrants | — | — | — | — | 1,720,000 | — | 1,720,000 | |||||||||||||||||||||
Common stock subject to possible redemption | — | (2,715 | ) | — | — | (271,506,675 | ) | — | (271,509,390 | ) | ||||||||||||||||||
Forfeiture of Class B Common Shares | — | — | (1,125,000 | ) | (113 | ) | 113 | — | — | |||||||||||||||||||
Net income | — | — | — | — | — | 588,016 | 588,016 | |||||||||||||||||||||
Balance - June 30, 2021 (unaudited) | 30,000,000 | $ | 285 | 7,500,000 | $ | 750 | $ | 4,443,161 | $ | 555,805 | $ | 5,000,001 | ||||||||||||||||
Cash Flows from Operating Activities: | ||||
Net loss | $ | (32,211 | ) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
General and administrative expenses paid by related party under promissory note | 860 | |||
Change in operating liabilities: | ||||
Accrued expenses | 5,000 | |||
Franchise tax payable | 26,351 | |||
|
| |||
Net cash used in operating activities | — | |||
|
| |||
Net change in cash | — | |||
Cash - beginning of the period | — | |||
|
| |||
Cash - end of the period | $ | — | ||
|
| |||
Supplemental schedule of noncash financing activities: | ||||
Deferred offering costs paid in exchange for issuance of Class B common stock to Sponsor | $ | 25,000 | ||
|
| |||
Deferred offering costs included in accounts payable | $ | 12,000 | ||
|
| |||
Deferred offering costs included in accrued expenses | $ | 236,423 | ||
|
| |||
Deferred offering costs paid by related party under promissory note | $ | 94,890 | ||
|
|
(unaudited)
For The Period From February | ||||
11, 2021 (inception) through | ||||
June 30, 2021 (unaudited) | ||||
Cash Flows from Operating Activities: | ||||
Net income | $ | 555,805 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
General and administrative expenses paid by related party under promissory note | 873 | |||
Offering costs associated with warrants | 536,497 | |||
Change in the fair value of derivative warrant liabilities | (1,323,330 | ) | ||
Income from investments held in Trust Account | (4,406 | ) | ||
Prepaid Expenses | (645,032 | ) | ||
Change in operating liabilities: | ||||
Accounts payable | 25,920 | |||
Accrued Expenses | 36,328 | |||
Franchise tax payable | 75,118 | |||
Net cash used in operating activities | (742,227 | ) | ||
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (300,000,000 | ) | ||
Net cash used in investing activities | (300,000,000 | ) | ||
Cash Flows from Financing Activities | ||||
Repayments of note payable to related parties | (95,763 | ) | ||
Proceeds received from initial public offering, gross | 300,000,000 | |||
Proceeds received from private placement | 8,600,000 | |||
Offering cost paid | (6,570,175 | ) | ||
Net Cash provided by financing activities | 301,934,062 | |||
Net change in cash | 01,191,835 | |||
Cash - beginning of the period | 0 | |||
Cash - end of the period | $ | 1,191,835 | ||
Supplemental schedule of noncash financing activities: | ||||
Deferred offering costs paid in exchange for issuance of Class B common stock to Sponsor | $ | 25,000 | ||
Deferred offering costs included in accounts payable | $ | 67,846 | ||
Deferred offering costs included in accrued expenses | $ | 70,000 | ||
Deferred offering costs paid by related party under promissory note | $ | 94,890 | ||
Initial value of Class A common stock subject to possible redemption | $ | 270,406,910 | ||
Change in value of Class A common stock subject to possible redemption | $ | 1,102,480 |
FOR THE PERIOD FROM FEBRUARY 11, 2021 (INCEPTION) THROUGH MARCH 31, 2021
expired unexercised.
BIG SKY GROWTH PARTNERS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 11, 2021 (INCEPTION) THROUGH MARCH 31, 2021
for a pro rata portion of the amount then held in the Trust Account (at $10.00 per Public Share, plus pro rata interest
BIG SKY GROWTH PARTNERS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 11, 2021 (INCEPTION) THROUGH MARCH 31, 2021
Business Combination within the Combination Period and, in such event, such amounts will be included with the other
$1.6 million (not taking into account approximately $75,000 in tax obligations that may be paid using investment income earned in Trust Account).
BIG SKY GROWTH PARTNERS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 11, 2021 (INCEPTION) THROUGH MARCH 31, 2021
Deferred
Deferred offering
The Company classifies deferred underwriting commissions as
Net Loss Per Common Share
The Company complies with
FOR THE PERIOD FROM FEBRUARY 11, 2021 (INCEPTION) THROUGH MARCH 31, 2021
underwriters (Note 4)
Company’s condensed balance sheet.
with a full valuation allowance against them.
For the Three Months Ended June 30, 2021 | For the Period From February 11, 2021 (Inception) Through June 30, 2021 (Unaudited) | |||||||
Class A common stock | ||||||||
Numerator: Income allocable to Class A common stock | ||||||||
Income from investments held in Trust Account | $ | 4,406 | $ | 4,406 | ||||
Less: Company’s portion available to be withdrawn to pay taxes | (4,406 | ) | (4,406 | ) | ||||
Net income attributable to Class A common stock | $ | 0 | $ | 0 | ||||
Denominator: Weighted average Class A common stock | ||||||||
Basic and diluted weighted average shares outstanding, Class A common stock | 30,000,000 | 30,000,000 | ||||||
Basic and diluted net income per share, Class A common stock | $ | 0.00 | $ | 0.00 | ||||
Class B common stock | ||||||||
Numerator: Net income (loss) minus net income allocable to Class A common stock | ||||||||
Net income (loss) | $ | 588,016 | $ | 555,805 | ||||
Net income allocable to Class A common stock | 0 | 0 | ||||||
Net income (loss) attributable | $ | 588,016 | $ | 555,805 | ||||
Denominator: weighted average Class B common stock | ||||||||
Basic and diluted weighted average shares outstanding, Class B common stock | 7,500,000 | 7,500,000 | ||||||
Basic and diluted net loss per share, Class B common stock | $ | 0.08 | $ | 0.07 | ||||
FOR THE PERIOD FROM FEBRUARY 11, 2021 (INCEPTION) THROUGH MARCH 31, 2021
The over-allotment expired unexercised, thus, the 1,125,000 Founder Shares were forfeited on July 16, 2021.
Warrants, but did not as the option expired unexercised.
BIG SKY GROWTH PARTNERS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 11, 2021 (INCEPTION) THROUGH MARCH 31, 2021
If As of June 30, 2021 the over-allotment option is exercised in full, the underwriters will be entitled to an aggregate of $0.9 million in fees payable upon closing and an additional deferred underwriting commission of approximately $1.6 million.
expired unexercised.
Derivative Warrant Liabilities
outstanding.
BIG SKY GROWTH PARTNERS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 11, 2021 (INCEPTION) THROUGH MARCH 31, 2021
FOR THE PERIOD FROM FEBRUARY 11, 2021 (INCEPTION) THROUGH MARCH 31, 2021
The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Derivative Warrant Liabilities: | ||||||||||||
Public Warrants | $ | — | $ | — | $ | 9,000,000 | ||||||
Private Placement Warrants | $ | — | $ | — | $ | 6,880,000 |
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account - money market funds | $ | 300,004,406 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities - Public warrants | $ | 8,250,000 | $ | — | $ | — | ||||||
Derivative warrant liabilities - Private placement warrants | $ | — | $ | — | $ | 6,306,670 |
FOR THE PERIOD FROM FEBRUARY 11, 2021 (INCEPTION) THROUGH MARCH 31, 2021
Public Warrants were separately listed and traded beginning in June 2021.
May 3, 2021 | ||||
Exercise price | $ | 11.50 | ||
Share price | $ | 9.71 | ||
Expected term (years) | 5 | |||
Expected time to Business Combination (years) | 1 | |||
Volatility | 17.00 | % | ||
Risk-free rate | 1.07 | % | ||
Dividend yield (per share) | 0.00 | % |
May 3, 2021 | June, 30, 2021 | |||||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Share price | $ | 9.71 | $ | 9.72 | ||||
Expected term (years) | 5 | 5 | ||||||
Expected time to Business Combination (years) | 1 | 1 | ||||||
Volatility | 17.00 | % | 18.40 | % | ||||
Risk-free rate | 1.07 | % | 1.01 | % | ||||
Dividend yield (per share) | 0.00 | % | 0.00 | % |
Derivative warrant liabilities at February 11, 2021 (inception) | $ | — | ||
Issuance of Public and Private Warrants - Level 3 | 15,880,000 | |||
Derivative warrant liabilities at March 31, 2021, Level 3 | 15,880,000 | |||
Transfer of Public Warrants to Level 1 | (9,000,000 | ) | ||
Change in fair value of warrant liaiblities - Level 3 | (573,330 | ) | ||
Derivative warrant liabilities at June 30, 2021 - Level 3 | $ | 6,306,670 | ||
8—Stockholders’ Equity
and outstanding, excluding 27,150,939 shares of Class A common stock subject to possible redemption.
The over-allotment option expired unexercised. As a result 1,125,000 Class B shares were forfeited on July 16, 2021, and as of June 30, 2021, 7,500,000 shares of Class B common stock were outstanding with none subject to forfeiture.
BIG SKY GROWTH PARTNERS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 11, 2021 (INCEPTION) THROUGH MARCH 31, 2021
The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a
Management has
expired unexercised on June 14, 2021.
million.
complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account)
At March 31,
$1.6 million (not taking into account approximately $75,000 in tax obligations that may be paid using investment income earned in Trust Account).
Combination at the earliest.
The over-allotment expired unexercised, thus, the 1,125,000 Founder Shares were forfeited on July 16, 2021.
If the over-allotment option is exercised in full, the underwriters will be entitled to an aggregate of $0.9 million in fees payable upon closing and an additional deferred underwriting commission of approximately $1.6 million.
Deferred Offering Costs Associated
Deferred offering costs consisted (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815, paragraph 40,
stockholders’ equity section of our condensed balance sheets.
We comply with
and therefore the inclusion of such warrants would be anti-dilutive.
Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 5,733,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.6 million (see Note 4). If the over-allotment option is exercised in full, the Sponsor will purchase an additional 600,000 Private Placement Warrants.On February 19, 2021, the Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. As of March 31, 2021, we borrowed approximately $96,000 under the Note. We repaid the Note in full on May 4, 2021.Of the gross proceeds received from the Initial Public Offering, $300,000,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity of 185 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.We paid a total of approximately $5.8 million in underwriting discounts and commissions related to the Initial Public Offering and incurred approximately $0.7 million of other expenses. In addition, the underwriters agreed to defer $10.2 million in underwriting discounts and commissions.
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
Dated: | BIG SKY GROWTH PARTNERS, INC. | |||||
By: | /s/ Lauren Neiswender | |||||
Name: | Lauren Neiswender | |||||
Title: | Chief Financial Officer and Chief Legal Officer |
23