☒ | 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 |
Delaware | 85-2533565 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
400 Perimeter Center Terrace Suite 151 Atlanta, Georgia | 30346 | |
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | ||||
Class A common stock, par value $0.0001 per share | ||||
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an | ||||
ALTUU The Nasdaq Stock Market LLC | ||||
ALTU The Nasdaq Stock Market LLC ALTUW The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Altitude Acquisition Corp.
Quarterly Report on
Form
For the Quarter Ended March 31, September 30,
2022
2
March 31, 2022 | December 31, 2021 | |||||||
(Unaudited) | ||||||||
Assets: | ||||||||
Current Assets | �� | |||||||
Cash | $ | 22,971 | $ | 43,054 | ||||
Prepaid expenses | 145,233 | 187,288 | ||||||
Total current assets | 168,204 | 230,342 | ||||||
Investments held in Trust Account | 300,034,396 | 300,026,796 | ||||||
Total assets | $ | 300,202,600 | $ | 300,257,138 | ||||
Liabilities, Class A common stock subject to possible redemption and Stockholders’ Deficit: | ||||||||
Current Liabilities | ||||||||
Accounts payable | $ | 150,862 | $ | 174,803 | ||||
Advances from Sponsor | 450,000 | 100,000 | ||||||
Due to related party | 152,089 | 122,089 | ||||||
Total current liabilities | 752,951 | 396,892 | ||||||
Warrant liability | 3,911,475 | 13,449,283 | ||||||
Deferred legal fee | 4,243,758 | 3,733,738 | ||||||
Deferred underwriting fee | 10,500,000 | 10,500,000 | ||||||
Total liabilities | 19,408,184 | 28,079,913 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A common stock subject to possible redemption, $0.0001 par value, 30,000,000 shares subject to possible redemption at redemption value of $10.00 per share at March 31, 2022 and December 31, 2021 | 300,000,000 | 300,000,000 | ||||||
Stockholders’ deficit: | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued or outstanding at March 31, 2022 and December 31, 2021 | 0— | 0— | ||||||
Class A common stock, $0.0001 par value, 280,000,000 shares authorized; 0 non-redeemable shares issued or outstanding at March 31, 2022 and December 31, 2021 | 0— | 0— | ||||||
Class B common stock, $0.0001 par value, 20,000,000 shares authorized, 7,500,000 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 750 | 750 | ||||||
Additional paid-in capital | 0— | 0— | ||||||
Accumulated deficit | (19,206,334 | ) | (27,823,525 | ) | ||||
Total stockholders’ deficit | (19,205,584 | ) | (27,822,775 | ) | ||||
Total liabilities, Class A common stock subject to possible redemption and stockholders’ deficit | $ | 300,202,600 | $ | 300,257,138 | ||||
September 30, 2022 | December 31, 2021 | |||||||
(Unaudited) | ||||||||
Assets: | ||||||||
Current Assets | ||||||||
Cash | $ | 24,338 | $ | 43,054 | ||||
Prepaid expenses | 27,065 | 187,288 | ||||||
Total current assets | 51,403 | 230,342 | ||||||
Investments held in Trust Account | 50,865,089 | 300,026,796 | ||||||
Total assets | $ | 50,916,492 | $ | 300,257,138 | ||||
Liabilities, Class A common stock subject to possible redemption and Stockholders’ Deficit: | ||||||||
Current Liabilities | ||||||||
Accounts payable | $ | 371,486 | $ | 174,803 | ||||
Income tax es payable | 22,803 | — | ||||||
Advances from Sponsor | 888,423 | 100,000 | ||||||
Due to related party | 212,089 | 122,089 | ||||||
Total current liabilities | 1,494,801 | 396,892 | ||||||
Warrant liability | 1,534,144 | 13,449,283 | ||||||
Deferred legal fee | 5,284,253 | 3,733,738 | ||||||
Deferred underwriting fee | 10,500,000 | 10,500,000 | ||||||
Total liabilities | 18,813,198 | 28,079,913 | ||||||
Commitments and Contingencies | ||||||||
Class A common stock subject to possible redemption, $0.0001 par value, 5,055,051 and 30,000,000 shares subject to possible redemption at redemption value of $10.00 per share at September 30, 2022 and December 31, 2021, respectively | 50,550,510 | 300,000,000 | ||||||
Stockholders’ deficit: | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding at September 30, 2022 and December 31, 2021 | — | — | ||||||
Class A common stock, $0.0001 par value, 280,000,000 shares authorized; and no non-redeemable shares issued or outstanding at September 30, 2022 and December 31, 2021, respectively | — | — | ||||||
Class B common stock, $0.0001 par value, 20,000,000 shares authorized, 7,500,000 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 750 | 750 | ||||||
Additional paid-in capital | — | — | ||||||
Accumulated deficit | (18,447,966 | ) | (27,823,525 | ) | ||||
Total stockholders’ deficit | (18,447,216 | ) | (27,822,775 | ) | ||||
Total liabilities, Class A common stock subject to possible redemption and stockholders’ deficit | $ | 50,916,492 | $ | 300,257,138 | ||||
For the three months ended March 31, 2022 | For the three months ended March 31, 2022 | |||||||
Formation and operating costs | $ | 928,218 | $ | 466,358 | ||||
Loss from operations | (928,218 | ) | (466,358 | ) | ||||
Other income (loss) | ||||||||
Interest income | 1 | 12 | ||||||
Interest income earned on Trust | 7,600 | 6,247 | ||||||
Unrealized gain (loss) on change in fair value of warrants | 9,537,808 | (5,996,188 | ) | |||||
Total other income (loss) | 9,545,409 | (5,989,929 | ) | |||||
Net income (loss) | $ | 8,617,191 | $ | (6,456,287 | ) | |||
Basic and diluted weighted average shares outstanding, Class A common stock | 30,000,000 | 30,000,000 | ||||||
Basic and diluted net income (loss) per share, Class A common stock | $ | 0.23 | $ | (0.17 | ) | |||
Basic and diluted weighted average shares outstanding, Class B common stock | 7,500,000 | 7,500,000 | ||||||
Basic and diluted net income (loss) per share, Class B common stock | $ | 0.23 | $ | (0.17 | ) | |||
For the three months ended September 30, 2022 | For the three months ended September 30, 2021 | For the nine months ended September 30, 2022 | For the nine months ended September 30, 2021 | |||||||||||||
Formation and operating costs | $ | 439,362 | $ | 4,903,000 | $ | 2,885,762 | $ | 5,749,195 | ||||||||
Loss from operations | (439,362 | ) | (4,903,000 | ) | (2,885,762 | ) | (5,749,195 | ) | ||||||||
Other income | ||||||||||||||||
Interest income | 1 | 3 | 2 | 23 | ||||||||||||
Interest income earned on Trust | 222,471 | 6,165 | 534,340 | 19,240 | ||||||||||||
Unrealized gain on change in fair value of warrants | 1,389,550 | 4,327,824 | 11,915,139 | 17,773,513 | ||||||||||||
Total other income | 1,612,022 | 4,333,992 | 12,449,481 | 17,792,776 | ||||||||||||
Income (loss) before income tax provision | 1,172,660 | (569,008 | ) | 9,563,719 | 12,043,581 | |||||||||||
Income tax provision | (14,023 | ) | — | (22,803 | ) | — | ||||||||||
Net income (loss) | $ | 1,158,637 | $ | (569,008 | ) | $ | 9,540,916 | $ | 12,043,581 | |||||||
Basic and diluted weighted average shares outstanding, Class A common stock | 5,055,051 | 30,000,000 | 20,040,295 | 30,000,000 | ||||||||||||
Basic and diluted net income (loss) per share, Class A common stock | $ | 0.09 | $ | (0.02 | ) | $ | 0.35 | $ | 0.32 | |||||||
Basic and diluted weighted average shares outstanding, Class B common stock | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||||||||||||
Basic and diluted net income (loss) per share, Class B common stock | $ | 0.09 | $ | (0.02 | ) | $ | 0.35 | $ | 0.32 | |||||||
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 | 0 | $ | 0 | 7,500,000 | $ | 750 | $ | 0 | $ | (27,823,525 | ) | $ | (27,822,775 | ) | ||||||||||||||
Net income | — | — | — | — | — | 8,617,191 | 8,617,191 | |||||||||||||||||||||
Balance as of March 31, 2022 (unaudited) | 0 | $ | 0 | 7,500,000 | $ | 750 | $ | 0 | $ | (19,206,334 | ) | $ | (19,205,584 | ) | ||||||||||||||
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 | ) | ||||||||||||||
Net loss | — | — | — | — | — | (234,912 | ) | (234,912 | ) | |||||||||||||||||||
Accretion of Class A common stock to redemption value | — | — | — | — | — | (165,357 | ) | (165,357 | ) | |||||||||||||||||||
Balance as of June 30, 2022 (unaudited) | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (19,606,603 | ) | $ | (19,605,853 | ) | ||||||||||||||
Net income | — | — | — | — | — | 1,158,637 | 1,158,637 | |||||||||||||||||||||
Balance as of September 30, 2022 (unaudited) | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (18,447,966 | ) | $ | (18,447,216 | ) | ||||||||||||||
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, 2020 | 0 | 0 | 7,500,000 | 750 | 0 | (43,049,354 | ) | (43,048,604 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (6,456,287 | ) | (6,456,287 | ) | |||||||||||||||||||
Balance as of March 31, 2021 (unaudited) | 0 | $ | 0 | 7,500,000 | $ | 750 | $ | 0 | $ | (49,505,641 | ) | $ | (49,504,891 | ) | ||||||||||||||
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, 2020 | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (43,049,354 | ) | $ | (43,048,604 | ) | ||||||||||||||
Net loss | — | — | — | — | — | (6,456,287 | ) | (6,456,287 | ) | |||||||||||||||||||
Balance as of March 31, 2021 (unaudited) | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (49,505,641 | ) | $ | (49,504,891 | ) | ||||||||||||||
Net income | — | — | — | — | — | 19,068,876 | 19,068,876 | |||||||||||||||||||||
Balance as of June 30, 2021 (unaudited) | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (30,436,765 | ) | $ | (30,436,015 | ) | ||||||||||||||
Net loss | — | — | — | — | — | (569,008 | ) | (569,008 | ) | |||||||||||||||||||
Balance as of September 30, 2021 (unaudited) | — | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (31,005,773 | ) | $ | (31,005,023 | ) | ||||||||||||||
For the three months ended March 31, 2022 | For the three months ended March 31, 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 8,617,191 | $ | (6,456,287 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Interest income earned on Trust | (7,600 | ) | (6,247 | ) | ||||
Unrealized (gain)/loss on change in fair value of warrants | (9,537,808 | ) | 5,996,188 | |||||
Changes in current assets and current liabilities: | ||||||||
Prepaid expenses | 42,055 | 99,151 | ||||||
Due to related party | 30,000 | 29,204 | ||||||
Deferred legal fee | 510,020 | 0 | ||||||
Advances from Sponsor | 350,000 | 0 | ||||||
Accounts payable and accrued expenses | (23,941 | ) | (12,943 | ) | ||||
Net cash used in operating activities | (20,083 | ) | (350,934 | ) | ||||
Net Change in Cash | (20,083 | ) | (350,934 | ) | ||||
Cash-Beginning | 43,054 | 764,329 | ||||||
Cash-Ending | $ | 22,971 | $ | 413,395 | ||||
For the nine months ended September 30, 2022 | For the nine months ended September 30, 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 9,540,916 | $ | 12,043,581 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Interest income earned on Trust | (534,340 | ) | (19,240 | ) | ||||
Unrealized gain on change in fair value of warrants | (11,915,139 | ) | (17,773,513 | ) | ||||
Changes in current assets and current liabilities: | ||||||||
Prepaid expenses | 160,223 | 340,379 | ||||||
Due to related party | 90,000 | 89,204 | ||||||
Deferred legal fee | 1,550,515 | 4,594,437 | ||||||
Income tax es payable | 22,803 | — | ||||||
Advances from Sponsor | 788,423 | — | ||||||
Accounts payable and accrued expenses | 196,683 | 94,878 | ||||||
Net cash used in operating activities | (99,916 | ) | (630,274 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Funds withdrawn from Trust Account | 81,200 | — | ||||||
Net cash provided by investing activities | 81,200 | — | ||||||
Net Change in Cash | (18,716 | ) | (630,274 | ) | ||||
Cash-Beginning | 43,054 | 764,329 | ||||||
Cash-Ending | $ | 24,338 | $ | 134,055 | ||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
Payment from Trust Account in connection with redemption of shares | $ | 249,614,847 | $ | — | ||||
For the three months ended March 31, 2022 | For the three months ended March 31, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income (loss) per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income (loss) | $ | 6,893,753 | $ | 1,723,438 | $ | (5,165,030 | ) | $ | (1,291,257 | ) | ||||||
Denominator: | ||||||||||||||||
Weighted-average shares outstanding | 30,000,000 | 7,500,000 | 30,000,000 | 7,500,000 | ||||||||||||
Basic and diluted net income (loss) per share | $ | 0.23 | $ | 0. 23 | $ | (0.17 | ) | $ | (0.17 | ) | ||||||
For the three months ended September 30, 2022 | For the three months ended September 30, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income (loss) per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income (loss) | $ | 466,503 | $ | 692,134 | $ | (455,206 | ) | $ | (113,802 | ) | ||||||
Denominator: | ||||||||||||||||
Weighted-average shares outstanding | 5,055,051 | 7,500,000 | 30,000,000 | 7,500,000 | ||||||||||||
Basic and diluted net income (loss) per share | $ | 0.09 | $ | 0.09 | $ | (0.02 | ) | $ | (0.02 | ) |
For the nine months ended September 30, 2022 | For the nine months ended September 30, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income | $ | 6,942,655 | $ | 2,598,261 | $ | 9,634,865 | $ | 2,408,716 | ||||||||
Denominator: | ||||||||||||||||
Weighted-average shares outstanding | 20,040,295 | 7,500,000 | 30,000,000 | 7,500,000 | ||||||||||||
Basic and diluted net income per share | $ | 0.35 | $ | 0.35 | $ | 0.32 | $ | 0.32 |
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 Plus: | (249,614,847 | ) | ||
Accretion of carrying value to redemption value | 36,121,727 | |||
Class A common stock subject to possible redemption | $ | 50,550,510 | ||
Gross proceeds from IPO | $ | 300,000,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (19,987,400 | ) | ||
Common stock issuance costs | (15,968,970 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 35,956,370 | |||
Class A common stock subject to possible redemption | $ | 300,000,000 | ||
March 31, 2022 | 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 | $ | 300,034,396 | $ | 300,034,396 | $ | — | $ | — | ||||||||
$ | 300,034,396 | $ | 300,034,396 | $ | — | $ | — | |||||||||
Liabilities: | ||||||||||||||||
Warrant Liability - Public Warrants | $ | 2,517,000 | $ | 2,517,000 | $ | — | $ | — | ||||||||
Warrant Liability - Private Placement Warrants | $ | 1,394,475 | $ | — | $ | — | $ | 1,394,475 | ||||||||
$ | 3,911,475 | $ | 2,517,000 | $ | — | $ | 1,394,475 | |||||||||
September 30, 2022 | 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 | $ | 50,865,089 | $ | 50,865,089 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant Liability—Public Warrants | $ | 973,500 | $ | 973,500 | $ | — | $ | — | ||||||||
Warrant Liability—Private Placement Warrants | $ | 560,644 | $ | — | $ | — | $ | 560,644 | ||||||||
$ | 1,534,144 | $ | 973,500 | $ | — | $ | 560,644 | |||||||||
December 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 | $ | 300,026,796 | $ | 300,026,796 | $ | — | $ | — | ||||||||
$ | 300,026,796 | $ | 300,026,796 | $ | — | $ | — | |||||||||
Liabilities: | ||||||||||||||||
Warrant Liability - Public Warrants | $ | 8,626,500 | $ | 8,626,500 | $ | — | $ | — | ||||||||
Warrant Liability - Private Placement Warrants | $ | 4,822,783 | $ | — | $ | — | $ | 4,822,783 | ||||||||
$ | 13,449,283 | $ | 8,626,500 | $ | — | $ | 4,822,783 | |||||||||
December 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 | $ | 300,026,796 | $ | 300,026,796 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant Liability—Public Warrants | $ | 8,626,500 | $ | 8,626,500 | $ | — | $ | — | ||||||||
Warrant Liability—Private Placement Warrants | $ | 4,822,783 | $ | — | $ | — | $ | 4,822,783 | ||||||||
$ | 13,449,283 | $ | 8,626,500 | $ | — | $ | 4,822,783 | |||||||||
Input | March 31, 2022 | |||
Expected term (years) | 5.13 | |||
Expected volatility | 3.2 | % | ||
Risk-free interest rate | 2.42 | % | ||
Fair value of the common stock price | $ | 9.95 |
Input | September 30, 2022 | |||
Expected term (years) | 5.54 | |||
Expected volatility | 4.00 | % | ||
Risk-free interest rate | 4.04 | % | ||
Exercise price | $ | 11.50 | ||
Fair value of the common stock price | $ | 10.05 |
Input | December 31, 2021 | |||
Expected term (years) | 5.37 | |||
Expected volatility | 12.4 | % | ||
Risk-free interest rate | 1.29 | % | ||
Fair value of the common stock price | $ | 9.90 |
Input | December 31, 2021 | |||
Expected term (years) | 5.37 | |||
Expected volatility | 12.4 | % | ||
Risk-free interest rate | 1.29 | % | ||
Exercise price | $ | 11.50 | ||
Fair value of the common stock price | $ | 9.90 |
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 | ||
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 | |||
Change in fair value | (344,281 | ) | ||
Fair value as of June 30, 2022 | $ | 1,050,194 | ||
Chang e in fair value | (489,550 | ) | ||
Fair value as of September 30, 2022 | $ | 560,644 | ||
Warrant Liability | ||||
Fair value as of December 31, 2020 | $ | 33,807,463 | ||
Transfer out of Level 3 to Level 1 | (25,500,000 | ) | ||
Change in fair value | 5,996,188 | |||
Fair value as of March 31, 2021 | $ | 14,303,651 | ||
Warrant Liability | ||||
Fair value as of December 31, 2020 | $ | 33,807,463 | ||
Transfer out of Level 3 to Level 1 | (25,500,000 | ) | ||
Change in fair value | 5,996,188 | |||
Fair value as of March 31, 2021 | 14,303,651 | |||
Change in fair value | (6,657,377 | ) | ||
Fair value as of June 30, 2021 | $ | 7,646,274 | ||
Chang e in fair value | (1,812,324 | ) | ||
Fair value as of September 30, 2021 | 5,833,950 | |||
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 Acquisition Corp., except where the context requires otherwise. The following discussion should be read in conjunction with our unaudited condensed financial statements and related notes thereto included elsewhere in this report.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
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 similar business combination with one or more businesses (a “Business Combination”). We consummated our initial public offering (“IPO”) on December 11, 2020 and are currently in the process of locating suitable targets for our Business Combination. We intend to use the cash proceeds from our IPO and the Private Placement described below as well as additional issuances, if any, 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”), with each Unit comprised of one share of Class A common stock (the “Public Shares”) and
On June 10, 2022, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the Combination Period from June 11, 2022 to October 11, 2022. In connection with the amendment to the Company’s Amended and Restated Certificate of Incorporation, stockholders holding an aggregate of 24,944,949 shares of our Class A common stock exercised their right to redeem their shares for approximately $10.01 per share of the funds held in our Trust Account (as defined below), or a total amount of $249,614,847. Following such redemptions, there were 5,055,051 public shares outstanding and an aggregate of approximately $50.6 million of cash held in the Company’s Trust Account.
In connection with the stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the Combination Period, on June 7, 2022 and June 10, 2022, the Company and Gary Teplis, the Company’s Chief Executive Officer, entered into non-redemption agreements (collectively, the “Non-Redemption Agreements”) with certain Company stockholders (the “Non-Redeeming Stockholders”) holding an aggregate of approximately 1.4 million shares of Class A common stock. Pursuant to the Non-Redemption Agreements, the Non-Redeeming Stockholders agreed to (a) not redeem any shares of Class A common stock held by them on the date of the Non-Redemption Agreements in connection with the vote to approve the extension to the Combination Period, (b) vote all of such shares in favor of the extension to the Combination Period 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 Non-Redemption Agreements) any of such shares until the earlier of the October 11, 2022 and consummation of the Company’s initial business combination (the “Termination Date”). In connection with the Non-Redemption Agreements, Mr. Teplis agreed to pay to each Non-Redeeming Stockholder $0.033 per share subject to the Non-Redemption Agreement in cash per month through the Termination Date.
On June 16, 2022, pursuant to the trust agreement dated as of December 8, 2020 between the Company and Continental Stock Transfer & Trust Company (“CST”), the trustee of the Trust Account, the Company issued a request to CST to withdraw $81,200 of interest income from the Trust Account for the payment of the Company’s taxes.
On October 5, 2022, the Company” entered into a non-redemption agreement (the “Non-Redemption Agreement”) with one of its existing stockholders (the “Non-Redeeming Stockholder”) holding an aggregate of 223,124 shares of Class A common stock, par value $0.0001, of the Company.
On October 6, 2022, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the Combination Period from October 11, 2022 to April 11, 2023. In connection with the amendment to the Company’s Amended and Restated Certificate of Incorporation, stockholders holding an aggregate of 3,382,949 shares of the Company’s Class A common stock exercised their right to redeem their shares for approximately $10.05 per share of the funds held in the Company’s trust account totaling $34,009,688.
On October 11, 2022, pursuant to the trust agreement dated as of December 8, 2020 between the Company and CST, the trustee of the Trust Account, the Company issued a request to CST to withdraw $81,200 of interest income from the Trust Account for the payment of the Company’s taxes.
As of March 31,September 30, 2022, a total of $300,000,000 of$50,865,089 was held in the net proceeds from the IPO (including the full exercise of the over-allotment option) and the Private Placement were placed into a trust account established for the benefit of the Company’sour public stockholders (the “Trust Account”). The Trust Account is invested in interest-bearing U.S. government securities and the income earned on those investments is also for the benefit of our public stockholders.
Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement,private placement, although substantially all of the net proceeds are intended to be applied generally towards consummating a Business Combination.
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Pursuant to the Non-Redemption Agreement, the Non-Redeeming Stockholder agreed to (a) not redeem the Shares in connection with the vote to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate an initial business combination from October 11, 2022 we signedto April 11, 2023 and (b) vote all of its Shares in favor of the Extension. In connection with the foregoing, Gary Teplis, the Chief Executive Officer of the Company, agreed to pay to the Non-Redeeming Stockholder $0.05 per Share per month through the Extended Date, in a
Results of Operations
As of March 31,September 30, 2022, we have not commenced any operations. All activity for the period from August 12, 2020 (inception) through March 31,September 30, 2022 relates to our formation and IPO, and, since the completion of the IPO, our searching for a target to consummate a Business Combination. We will not generate any operating revenues until after the completion of a Business Combination, at the earliest. We generate
For the three months ended March 31,September 30, 2022, we had a net income of $8,617,191$1,158,637 which included unrealized gain on change in fair value of warrants of $9,537,808,$1,389,550, interest income earned on the proceeds in the Trust Account of $7,600$222,471 and interest income earned on the operating bank account of $1, partially offset by operating costs of $928,218.
For the threenine months ended March 31, 2021,September 30, 2022, we had a net lossincome of $6,456,287,$9,540,916 which included unrealized lossgain on change in fair value of warrants of $5,996,188, and formation and operating costs of $466,358, partially offset by$11,915,139, interest income earned on the proceeds in the Trust Account of $6,247$534,340 and interest income earned on the operating bank account of $12.
For the three months ended September 30, 2021, we had a net loss of $569,008 which included operating costs of $4,903,000, partially offset by unrealized gain on change in fair value of warrants of $4,327,824, interest income earned on the proceeds in the Trust Account of $6,165 and interest income earned on the operating bank account of $3.
For the nine months ended September 30, 2021, we had a net income of $12,043,581 which included unrealized gain on change in fair value of warrants of $17,773,513, interest income earned on the proceeds in the Trust Account of $19,240 and interest income earned on the operating bank account of $23, partially offset by operating costs of $5,749,195.
Liquidity and Capital Resources
As of March 31,September 30, 2022, we had cash outside our Trust Account of $22,971$24,338 available for working capital needs. All remaining cash was held in the trust account and is generally unavailable for our use prior to an initial business combination.
In connection with the IPO,stockholder vote to amend the underwriters were grantedCompany’s Amended and Restated Certificate of Incorporation, on June 14, 2022, stockholders holding an aggregate of 24,944,949 shares of our Class A common stock exercised their right to redeem their shares for approximately $10.01 per share of the funds held in our Trust Account, totaling $249,614,847.
On June 16, 2022, pursuant to the trust agreement dated as of December 8, 2020 between the Company and CST, the Company issued a
As of March 31,September 30, 2022, we had investments held in the Trust Account of $300,034,396 (including approximately $34,000 of interest income),$50,865,089, consisting of mutual funds. Interest income on the balance in the Trust Account may be used by us to pay taxes.
For the threenine months ended March 31,September 30, 2022, cash used inby operating activities was $20,083.$99,916. Net income of $8,617,191$9,540,916 was impacted by interest income earned on Trust of $7,600,$534,340, unrealized gain on change in fair value of warrants of $9,537,808,$11,915,139, and changes in operating assets and liabilities, which provided $908,134$2,808,647 of cash for operating activities.
For the nine months ended September 30, 2021, cash used in operating activities was $630,274. Net income of $12,043,581 was impacted by interest earned on investments held in the Trust Account of $19,240, change in fair value of warrant liability of $17,773,513, and changes in operating assets and liabilities, which provided $5,118,898 of cash for operating activities.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (excluding the deferred underwriters’ discount) to complete our initial Business Combination. We may withdraw interest to pay our taxes and liquidation expenses if we are unsuccessful in completing a Business Combination. We estimate our annual franchise tax obligations to be $200,000, 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 IPO held outside of the Trust Account or from interest earned on the funds held in the Trust 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 account reduced by our operating expense and franchise taxes. We expect the interest earned on the amount in the trust 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, the remaining proceeds held in the Trust 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
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,September 30, 2022 and December 31, 2021, no Working Capital Loans have been issued.
On November 16, 2021, January 18, 2022, and February 1, 2022, April 25, 2022, May 2, 2022, May 13, 2022, June 3, 2022, June 6, 2022, and June 16, 2022, we received $100,000, $100,000, $250,000, $50,000, $100,000, $20,000, $25,000, $177,423 and 250,000$66,000 advances from our Sponsor or its affiliates to be used for working capital purposes, respectively. The advances are
We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. We will need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. These
In addition, we have until April 11, 2023 to consummate a Business Combination. If we are unable to complete a Business Combination prior to April 11, 2023, we will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate.
As a result of the above, in connection with our assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15,“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that these conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year afterthrough April 11, 2023, the date that thescheduled liquidation date. These financial statements are issued. Ifdo not include any adjustments relating to the estimaterecovery of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less thanrecorded assets or the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing or draw on the Working Capital Loans either to complete a Business Combination or because we become obligated to redeem a significant numberclassification of the Public Shares upon consummation of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subjectliabilities that might be necessary should us be unable to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion ofcontinue as a Business Combination.
Off-Balance
We did not have any
Contractual Obligations
As of March 31,September 30, 2022, we did not have any long-term debt, capital or operating lease obligations.
For the three and nine months ended March 31, 2022September 30, 2021, we have incurred 30,000 and 2021,$90,000 of administrative service fees, respectively.
Critical Accounting Policies
The preparation of 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 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:
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, “
FASB ASC
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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 “
Net Income (loss) Per Share of Common Stock
We have two classes of shares,common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares.common stock. The 23,000,000 shares of Class A common stock potentially issuable upon the exercise of outstanding warrants to purchase our sharesClass A common stock were excluded from diluted earnings per share for the three and nine months ended March 31,September 30, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented.
Recent Accounting Standards
In 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 effective, accounting standards, if currently adopted, would have a material effect on our condensed 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 electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for
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
Item 4. Controls and Procedures.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules
Changes in Internal Control over Financial Reporting
During the material weaknessmost recently completed fiscal quarter, there has been no change in our internal control over financial reporting described below in “Changes in Internal Control over Financial Reporting.” In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, management believes that the financial statements included in this Quarterly Report on Form
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PART
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
There 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 this Quarterly Report are anyPart I, Item 1A, “Risk Factors” of the risks described in our Annual Report on Form
A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by “covered corporations” beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities are trading on Nasdaq, we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. It is uncertain whether, and/or to what extent, the Excise Tax could apply to any redemptions of our public shares after December 31, 2022, including any redemptions in connection with an initial business combination or in the event we do not consummate an initial business combination by the Extended Date.
Any redemption or other repurchase that we make that occurs after December 31, 2022 may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with our initial business combination, (ii) the structure of the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the SECbusiness combination (or otherwise issued not in connection with the business combination but issued within the same taxable year of the business combination) and (iv) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on March 29, 2022. However,hand to complete a business combination and limit our ability to complete a business combination.
If we are deemed to be an investment company for purposes of the Investment Company Act, we may disclose changesbe forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To mitigate the risk of that result, on or prior to the 24-month anniversary of the effective date of the registration statement relating to our IPO, we will instruct Continental Stock Transfer & Trust Company to liquidate the securities held in the trust account and instead hold all funds in the trust account in cash. As a result, following such factorschange, we will likely receive minimal, if any, interest, on the funds held in the trust account, which would reduce the dollar amount that our public stockholders would have otherwise received upon any redemption or disclose additional factorsliquidation of the Company if the assets in the trust account had remained in U.S. government securities or money market funds.
On March 30, 2022, the SEC issued the SPAC Rule Proposals, relating, among other things, to circumstances in which SPACs such as us could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the registration statement for its initial public offering. The company would then be required to complete its initial business combination no later than 24 months after the effective date of the registration statement for its initial public offering. We understand that the SEC has recently been taking informal positions regarding the Investment Company Act consistent with the SPAC Rule Proposals.
There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule. As indicated above, we completed our IPO in December 2020 and have operated as a blank check company searching for a target business with which to consummate an initial business combination since such time (or approximately 19 months after the effective date of our IPO, as of the date of this proxy statement). As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company if the SPAC Rule Proposals are adopted as proposed. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants or rights following such a transaction, and our warrants or rights would expire worthless.
The funds in the trust account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. As of September 30, 2022, amounts held in trust account included approximately $94,925 of accrued interest. To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, we will, on or prior to the 24-month anniversary of the effective
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date of the registration statement relating to our IPO, or December 8, 2022, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash (i.e., in one or more bank accounts) until the earlier of the consummation of a business combination or our liquidation. Following such liquidation of the assets in our trust account, we will likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount our public stockholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the trust account had remained in U.S. government securities or money market funds. This means that the amount available for redemption will not increase in the future, filingsand those stockholders who elect not to redeem their public shares in connection with the SEC.
In addition, even prior to the 24-month anniversary of the effective date of the registration statement relating to our IPO, we may be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time, even prior to the 24-month anniversary, and instead hold all funds in the trust account in cash, which would further reduce the dollar amount our public stockholders would receive upon any redemption or our liquidation.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
On November 10, 2022, Sam Galeotos notified the Company of his decision to resign from his position on the Board of the Company and from the audit committee of the Board, effective immediately. Mr. Galeotos’ decision to resign was due to increasing responsibilities in his other executive roles and was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form
Exhibit Index
* | Filed herewith |
** | Furnished herewith |
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SIGNATURES
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: November 14, 2022 | ||||||
By: | /s/Gary Teplis | |||||
Name: Gary Teplis | ||||||
Title: Chief Executive Officer | ||||||
(Principal Executive Officer) | ||||||
Date: November 14, 2022 | By: | /s/ Farris Griggs | ||||
Name: Farris Griggs | ||||||
Title: Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
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