2022 Organization) Exchange Which Registered Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ ☐ ☒☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☒ SeptemberJune 30, 2021☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☐ Delaware85-2448157, NYSecurities registered pursuant to Section 12(g) of the Act: None (§Large Accelerated Filer ☐Accelerated Filer ☐ Non-accelerated Filer ☒Smaller Reporting Company ☒ Emerging Growth Company ☒ November 12, 2021,August
September 30, 2021 December 31, 2020 (unaudited) Assets Cash $ 529,204 $ 25,425 Prepaid expense and other current assets 126,319 0- Total current assets 655,523 25,425 Deferred offering costs 0- 81,575 Cash and securities held in Trust Account 57,505,084 0- Total Assets $ 58,160,607 $ 107,000 Liabilities and Stockholders' Equity Current liabilities: Accrued expenses $ 10,156 $ 0- Due to related party 81,953 310 Promissory note - related party 0- 80,000 Total current liabilities 92,109 80,310 Warrant liabilities 1,650,000 0- Total liabilities 1,742,109 80,310 Commitments and Contingencies(8) Common stock subject to possible redemption, 5,750,000 shares at redemption value 57,505,084 0- Stockholders' Equity (Deficit): Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding 0- 0- Common stock, $0.0001 par value; 50,000,000 shares authorized; 1,537,500 shares and 0 shares issued and outstanding (excluding 5,750,000 shares and 0 shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively 154 154 Additional paid-in capital 0- 26,846 Retained earnings (Accumulated deficit) (1,086,740 ) (310 ) Total stockholders' equity (deficit) (1,086,586 ) 26,690 Total Liabilities and Stockholders' Equity (Deficit) $ 58,160,607 $ 107,000 For the Three For the Nine For the period from August 6, Months Ended Months Ended 2020 (Inception) to September 30, 2021 September 30, 2021 September 30, 2020 Formation and operating costs $ 104,370 $ 413,791 $ 310 Loss from operations (104,370 ) (413,791 ) (310 ) Other income Change in fair value of warrants 225,000 800,000 0- Trust interest income 739 5,084 0- Total other income 225,739 805,084 0- Net income (loss) $ 121,369 $ 391,293 $ (310 ) Basic and diluted weighted average shares outstanding, common stock subject to redemption 5,750,000 5,076,007 0- Basic and diluted net loss per share $ 0.02 $ 0.06 $ 0- Basic and diluted weighted average shares outstanding, common stock 1,537,500 1,537,500 1,437,500 Basic and diluted net income (loss) per share $ 0.02 $ 0.06 $ 0 Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Total Stockholders' Equity Shares Amount Balance as of December 31, 2020 1,537,500 $ 154 $ 26,846 $ (310 ) $ 26,690 Sale of 5,000,000 and 750,000 Units on February 1, 2021 and February 2, 2021 through IPO and over-allotment, respectively 5,750,000 575 57,499,425 - 57,500,000 Sale of 2,350,000 and 150,000 Placement Warrants on February 1, 2021 and February 2, 2021, respectively, net of fair value of warrant liabilities - - 50,000 - 50,000 Underwriting fee - - (1,150,000 ) - (1,150,000 ) Other offering expenses - - (399,485 ) - (399,485 ) Net loss - - - (346,183 ) (346,183 ) Common stock subject to possible redemption, as restated (5,750,000 ) (575 ) (56,026,786 ) (1,474,897 ) (57,502,258 ) Balance as of March 31, 2021 (unaudited), as restated 1,537,500 154 0- (1,821,390 ) (1,821,236 ) Remeasurement in value of common stock subject to possible redemption - - - (2,087 ) (2,087 ) Net income 616,107 616,107 Balance as of June 30, 2021 (unaudited), as restated 1,537,500 154 0- (1,207,370 ) (1,207,216 ) Remeasurement in value of common stock subject to possible redemption - - - (739 ) (739 ) Net income - - - 121,369 121,369 Balance as of September 30, 2021 (unaudited) 1,537,500 $ 154 $ 0- $ (1,086,740 ) $ (1,086,586 ) Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Total Stockholders' Equity Shares Amount Balance as of August 6, 2020 (Inception) 0- $ 0- $ 0- $ 0- $ 0- Common shares issued to initial stockholder 1,437,500 144 24,856 - 25,000 Net loss - - (310 ) (310 ) Balance as of September 30, 2021 (unaudited) 1,437,500 $ 144 $ 24,856 $ (310 ) $ 24,690 For The Period From For the Nine Months August 6, 2020 Ended (Inception) To September 30, 2021 September 30, 2020 Cash flows from Operating Activities: Net income (loss) $ 391,293 $ (310 ) Formation costs paid by related party 0- 310 Adjustments to reconcile net income to net cash used in operating activities: Decrease in fair value of warrants (800,000 ) 0- Interest earned on marketable securities held in Trust Account (5,084 ) 0- Changes in current assets and current liabilities: Prepaid expenses (126,319 ) 0- Accrued offering costs and expenses 10,156 0- Due to related party 81,643 0- Net cash used in operating activities (448,311 ) 0- Cash Flows from Investing Activities: Purchase of investment held in Trust Account (57,500,000 ) 0- Net cash used in investing activities (57,500,000 ) 0- Cash flows from Financing Activities: Proceeds from Initial Public Offering, net of underwriters' fees 56,350,000 0- Proceeds from private placement 2,500,000 0- Repayment of promissory note to related party (80,000 ) 0- Payments of offering costs (317,910 ) 0- Net cash provided by financing activities 58,452,090 0- Net change in cash 503,779 0- Cash, beginning of the period 25,425 0- Cash, end of the period $ 529,204 $ 0- Supplemental disclosure of noncash investing and financing activities: Deferred offering costs paid by Sponsor in exchange for issuance of common stocks $ 0- $ 25,000 Initial value of Common stock subject to possible redemption, as restated $ 50,150,000 $ 0- Remeasurement in value of Common stock subject to possible redemption $ 7,355,084 $ 0- Initial fair value of warrant liabilities $ 2,450,000 $ 0- 3. $1,356,574, which excludes $87,990 of accrued Delaware franchise tax to be paid out of interest earned on the Trust Account. business combination by November 2, 2022. Balance Sheet at February 1, 2021 As Previously Reported Adjustment As Restated Common stock subject to possible redemption $ 43,670,118 $ 6,479,882 $ 50,150,000 Common stock, $0.0001 par value 217 (63) 154 Additional paid-in capital 5,004,180 (5,004,180) 0- Accumulated deficit (4,396) (1,475,639) (1,480,035) Total stockholders' equity 5,000,001 (6,479,882) (1,479,881) Total liabilities and stockholders’ equity 51,399,319 0- 51,399,319 Number of shares subject to redemption 4,367,012 632,988 5,000,000 Balance Sheet at March 31, 2021 As Previously Reported Adjustment As Restated Common stock subject to possible redemption $ 50,681,020 $ 6,821,238 $ 57,502,258 Common stock, $0.0001 par value 222 (68) 154 Additional paid-in-capital 5,346,273 (5,346,273) 0- Accumulated deficit (346,493) (1,474,897) (1,821,390) Total stockholders’ equity 5,000,002 (6,821,238) (1,821,236) Total liabilities and stockholders’ equity 58,321,132 0- 58,321,132 Number of shares subject to redemption 5,068,102 681,898 5,750,000 Statement of Operations for the three months ended March 31, 2021 Common stock subject to possible redemption 5,102,312 (1,396,756) 3,705,556 Basic and diluted net loss per share $ 0- $ (0.04) $ (0.04) Basic and diluted weighted average shares outstanding, common stock 1,886,149 (348,649) 1,537,500 Basic and diluted net loss per share $ (0.18) $ 0.14 $ (0.04) - - - Statement of Cash Flows for the three months ended March 31, 2021 - - - Initial value of common stock subject to possible redemption $ 51,023,118 $ (873,118) $ 50,150,000 Change in value of common stock subject to possible redemption 342,098 7,010,160 7,352,258 Balance Sheet at June 30, 2021 As Previously Reported Adjustment As Restated Common stock subject to possible redemption $ 51,297,120 $ 6,207,225 $ 57,504,345 Common stock, $0.0001 par value 216 (62) 154 Additional paid-in-capital 4,730,179 (4,730,179) 0- Accumulated deficit 269,614 (1,476,984) (1,207,370) Total stockholders’ equity 5,000,009 (6,207,225) (1,207,216) Total liabilities and stockholders’ equity 58,236,738 0- 58,236,738 Number of shares subject to redemption 5,129,712 620,288 5,750,000 Statement of Operations for the three months ended June 30, 2021 Basic and diluted weighted average shares outstanding, Common stock, subject to possible redemption 5,068,102 681,898 5,750,000 Basic and diluted net loss per share $ 0- $ 0.08 $ 0.08 Basic and diluted weighted average shares outstanding, common stock 2,219,398 (681,898) 1,537,500 Basic and diluted net income per share $ 0.61 $ (0.53) $ 0.08 Balance Sheet at June 30, 2021 As Previously Reported Adjustment As Restated Statement of Operations for the six months ended June 30, 2021 Basic and diluted weighted average shares outstanding, Common stock, subject to possible redemption 4,183,046 550,379 4,733,425 Basic and diluted net loss per share $ 0.00 $ 0.04 $ 0.04 Basic and diluted weighted average shares outstanding, common stock 2,053,694 (516,194) 1,537,500 Basic and diluted net income per share $ 0.13 $ (0.09) $ 0.04 Statement of Changes in Stockholders' (Deficit) Equity for the Three months Ended June 30, 2021 Change in value of common stock subject to possible redemption $ 616,094 $ (616,094) - Statement of Cash Flows for the six months ended June 30, 2021 Initial value of common stock subject to possible redemption $ 51,023,118 $ (873,118) $ 50,150,000 Change in value of common stock subject to possible redemption 274,002 7,080,343 7,354,345 2022. SEC on March 31, 2022. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to 2021. Stock For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Redeemable Common Stock Outstanding Common Stock Redeemable Common Stock Outstanding Common Stock Basic and diluted net income per share: Numerator: Allocation of net income $ 95,763 $ 25,606 $ 300,326 $ 90,967 Denominator: Weighted-average shares outstanding 5,750,000 1,537,500 5,076,007 1,537,500 Basic and diluted net income per share $ 0.02 $ 0.02 $ 0.06 $ 0.06 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and These 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 Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months these uncertainties. full on February 1, 2021. On March 21, 2022, the Sponsor signed an agreement to provide a Working Capital Loan of up to $300,000 to the Company as required. The Company has drawn $298,210 of the $300,000 Working Capital Loan 2022 and 2021, respectively, of which $171,643 and $51,953 is recorded in accrued expenses in the accompanying condensed balance sheets as of June 30, 2022 and 2021, respectively. September 30, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: U.S. Money Market held in Trust Account $ 57,505,084 $ 57,505,084 $ 0- $ 0- $ 57,505,084 $ 57,505,084 $ 0- $ 0- Liabilities: Warrant liabilities-Private Placement Warrants $ 1,650,000 $ 0- $ 0- $ 1,650,000 $ 1,650,000 $ 0- $ 0- $ 1,650,000 Warrant Liability Fair value as of February 1, 2021 $ 2,303,000 Issuance of private warrants in connection with over-allotment as of February 2, 2021 147,000 Change in fair value (1) (800,000) Fair value as of September 30, 2021 $ 1,650,000 September 1, 2022, as the key unobservable input. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. 2022. September 30, 2021 February 1, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 9.79 $ 10.00 Volatility 12.50 % 19.00 % Expected life 5.00 5.00 Risk-free rate 0.98 % 0.42 % Dividend yield 0- % 0- % warrants. $1,356,574, which excludes $87,990 of accrued Delaware franchise tax to be paid out of interest earned on the Trust Account. the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after November 2, 2022. We intend to complete the proposed business combination before the mandatory liquidation date. However, there can be no assurance that we will be able to consummate any business combination by November 2, 2022. under which the Private Warrants do not meet the criteria for equity classification and must be recorded as liabilities. The fair value of the Private Warrants has been estimated using the Modified Black Scholes model.Management’s Discussion and Analysis of Financial Condition and Results of Operations 2018 Quantitative and Qualitative Disclosures About Market Risk 2220 Controls and Procedures 2221 Legal Proceedings 22 1.Legal Proceedings1A.23Risk Factors 22 Item 1A.Risk Factors23Unregistered Sales of Equity Securities and Use of Proceeds 2322 Defaults Upon Senior Securities 2322 Mine Safety Disclosures 2322 Other Information 2422 Exhibits24Exhibits 23 2524 $ 44,664 $ 329,192 170,583 71,319 215,247 400,511 57,587,990 57,506,299 $ 57,803,237 $ 57,906,810 $ 1,013,668 $ 325,641 171,953 111,953 298,210 — 1,483,831 437,594 550,000 1,975,000 2,033,831 2,412,594 0 0 57,500,000 57,500,000 — — 154 154 — — (1,730,748 ) (2,005,938 ) (1,730,594 ) (2,005,784 ) $ 57,803,237 $ 57,906,810
June 30,
June 30, $ 798,156 $ 110,980 $ 1,231,501 $ 309,421 (110,980) (309,421 ) 400,000 725,000 1,425,000 575,000 76,223 2,087 81,691 4,345 476,223 727,087 1,506,691 579,345 1,537,500 5,750,000 5,750,000 4,143,646 2.890,884 1,537,500 1,537,500 1,504,351 NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 2022 $ — — — — 597,123 597,123 — — — — (321,933 ) (321,933 ) — 5,750,000 575 57,499,425 — 57,500,000 — — 50,000 — 50,000 — — (1,150,000 ) — (1,150,000 ) — — (444,485 ) — (444,485 ) — — — (346,183 ) (346,183 ) (5,750,000 ) (575 ) (55,981,786 ) (1,474,897 ) (57,457,258 ) — — — — 616,107 616,107 — — — (2,087 ) (2,087 ) — CHANGES IN STOCKHOLDERS’ EQUITYFOR THE PERIOD FROM AUGUST 6, 2020 (INCEPTION) TO SEPTEMBER 30, 2020CASH FLOWS4IGNYTE ACQUISITION CORP.UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
June 30, $ 275,190 $ 269,924 (1,425,000 ) (575,000 ) (81,691 ) (4,345 ) (99,264 ) (181,923 ) 688,027 12,656 60,000 51,643 — (57,500,000 ) — 56,350,000 — 2,500,000 298,210 — — (80,000 ) — (317,910 ) 298,210 329,192 25,425 $ — $ 51,150,000 $ — $ 7,354,345 $ — $ 2,450,000 5 newly organized blank check company incorporated as a Delaware corporation on August 6, 2020. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”).The Company has selected December 31 as its fiscal year end.SeptemberJune 30, 2021,2022, the Company had not commenced any operations. All activity for the period from August 6, 2020 (inception) through SeptemberJune 30, 20212022 relates to the Company'sCompany’s formation and the initial public offering (“IPO”), which is described below.below and, since the closing of the IPO, a search for a Business Combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generateCompany'sCompany’s sponsor is Ignyte Sponsor LLC (the “Sponsor”), a Delaware limited liability company (the “Sponsor”).Company'sCompany’s IPO was declared effective on January 27, 2021 (the “Effective Date”). On February 1, 2021, the Company consummated the IPO of 5,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $50,000,000, which is discussed in Note 4.itstheir over-allotment option in full at a purchase price of $10.00 per Unit, generating gross proceeds of $7,500,000. Simultaneously with the closing of the full exercise of the over-allotment option, the Company completed the private sale of an aggregate of 150,000 Private Placement Warrants to the Sponsor, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $150,000. A total of $7,500,000 was placed inadded to the Trust Account after the payment of $150,000 underwriting discount.$1,549,485$1,594,485 consisting of $1,150,000 of underwriting discount and $399,485$444,485 of other offering costs. In addition, at February 2, 2021, $975,465 of cash was held outside of the Trust Account (as defined below) and has been available for working capital purposes.6heldplaced in a Trust Account (“Trust Account”), and has been invested, and will only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under RuleCompany'sCompany’s redemption of 100% of the outstanding Public Shares if it has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.7don'tdo not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether the Company will seek stockholders approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion,stockholders'stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company'sCompany’s remaining stockholders and the Company'sCompany’s board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to the Company'sCompany’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.founders'founders’ shares will not participate in any liquidating distributions from the Company'sCompany’s Trust Account upon winding up if a Business Combination is not consummated.Sponsor'sSponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so.SeptemberJune 30, 2021,2022, the Company had $529,204$44,664 in its operating bank account and working capital deficit of $563,414.Initial Public Offering,IPO, the Company'sCompany’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 6)5) for the Founder Shares to cover certain offering costs, the loan under an unsecured promissory note from the Sponsor of $80,000 (see Note 6)5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company'sCompany’s Sponsor or an affiliate of the Sponsor or the Company'sCompany’s officers and directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans (see Note 6)5). ToOn March 21, 2022, the Sponsor signed an agreement to provide a Working Capital Loan of $300,000 to the Company as required.werewill be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 2, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no amounts outstanding underassurance that the Company will be able to consummate any Working Capital Loans.theseavailable funds, including those from the Working Capital Loans, for the purpose of paying existing accounts payable, identifying and evaluating prospective initialInitial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.8 — Restatement of Previously Issued Financial StatementsAs a result of recent guidance to Special Purpose Acquisition Companies by the SEC regarding redeemable equity instruments, the Company revisited its application of ASC 480-10-S99 on the Company’s financial statements. The Company had previously classified a portion of its common stock in permanent equity. Subsequent to the re-evaluation, the Company’s management concluded that all of its common stock should be classified as temporary equity, excluding the founder shares. The identified errors impacted the Company’s Form 10-Q filed on July 26, 2021 containing revised balance sheet as of February 1, 2021, and financial statements as of March 31, 2021, and Quarterly Report on Form 10-Q filed on August 16, 2021 containing financial statements as of June 30, 2021. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impacts were material to the aforementioned Form 8-K and Form 10-Q reports, but that correcting the cumulative impact of such errors would be significant to the Company’s statements of operations for the three and nine months ended September 30, 2021. Accordingly, the Company has corrected such errors by restating its prior financial statements and classified all its common stock as temporary equity, excluding the founder shares. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable. The following summarizes the effect of the restatement on each financial statement line item.Impact of the RestatementThe impact of the restatement on the audited balance sheet as of February 1, 2021, unaudited interim condensed financial statements as of March 31, 2021 and for the three months ended March 31, 2021, and unaudited interim condensed financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 are presented below.9Note 3 — Summary of Significant Accounting Policiesninethree and six months ended SeptemberJune 30, 20212022 are not necessarily indicative of the results that may be expected through December 31, 2021.SEC.10SeptemberJune 30, 20212022 and December 31, 2020.At September20202021 due to the short maturities of such instruments.1176 for additional information on assets and liabilities measured at fair value.At SeptemberAs of June 30, 20212022 and December 31, 2020,2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.ShareSeptemberJune 30, 20212022 and for the period from January 19, 2021 (inception) through September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:12
Common
Stock
Common
Stock
Common
Stock
Common
Stock $ (210,160 ) $ (111,773 ) $ 486,122 $ 129,985 2,890,884 1,535,500 5,750,000 1,537,500 $ (0.07 ) $ (0.07 ) $ 0.08 $ 0.08
Common
Stock
Common
Stock
Common
Stock
Common
Stock $ 217,131 $ 58,059 $ 198,029 $ 71,895 5,750,000 1,537,500 4,143,646 1,504,351 $ 0.04 $ 0.04 $ 0.05 $ 0.05 5A - “Expenses5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders'temporary equity upon the completion of the IPO. Accordingly, as of February 1, 2021, offering costs in the aggregate of $1,549,485$1,594,485 have been charged to stockholders'temporary equity (consisting of $1,150,000 of underwriting discount and $399,485$444,485 of other offering costs).Note 4Notes 3 and 5)4) collectively (“Warrants”), as either equity or liability-classified instruments based on an assessment of the specific terms of the Warrants and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own common stocks and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding.76 for further discussion of the pertinent terms of the Warrants used to determine the value of the Private Warrants and Representative’s Warrants. “Derivativesfollows the asset and liability method of accountingaccounts for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized forASC 740, Income Taxes, requires the estimated future tax consequences attributable to differences between the financial statements carrying amountsrecognition of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements 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 change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances arevaluation allowance to be established when necessary, to reduceit is more likely than not that all or a portion of deferred tax assets to the amount expected towill not be realized.13a measurement attributeprocess for the financial statement recognition and measurement of a tax positionsposition 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 SeptemberJune 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.tax examinationstaxation by major taxing authorities since inception. ”COVID-19 restrictions.restrictions and the effects and duration of economic sanctions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combinationbusiness combination may be materially adversely affected due to significant governmental measures being implemented to contain theBusiness Combinationbusiness combination in a timely manner. The Company’s ability to consummate an initial Business Combinationbusiness combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by thestatement doesstatements do not include any adjustments that might result from the outcome of this uncertainty. (“20222024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU43 — Initial Public OfferingCompany'sCompany’s initial Business Combination. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.14••••••Company'sCompany’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.Company'sCompany’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any founders'founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.54 — Private PlacementCompany'sCompany’s initial Business Combination.1565 — Related Party Transactionsunderwriters'underwriters’ over-allotment option is exercised. On February 2, 2021, the underwriter exercised its over-allotment option in full, hence, the 187,500 Founder Shares are no longer subject to forfeiture since then.founders'founders’ shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow (subject to certain limited exceptions set forth below) (i) with respect to 50% of such shares, for a period ending on the earlier of theCompany'sCompany’s common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within aCompany'sCompany’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.Company'sCompany’s executive officers loaned the Company $80,000 to be used for a portion of the expenses of the IPO. These loans are wereAs of February 1, 2021, theThe Company repaid the note in full.SeptemberJune 30, 2022, the amount due to related party is $171,953 which represent the accrual of administrative service fee of $171,643 from January 26, 2021 to June 30, 2022 and formation cost of $310 paid by David Rosenberg (the “Officer”). As of December 31, 2021, the amount due to related party is $81,953$111,953 which representrepresents the accrual of administrative service fee $81,643 from January 26, 2021 to September 30,December 31, 2021 of $111,643 and formation cost of $310 paid by the Officer.SeptemberJune 30, 20212022 and December 31, 2020,2021, no such Working Capital Loans were outstanding.Company'sCompany’s liquidation, the Company will cease paying these monthly fees. The Company accrued $81,643$30,000 and $30,000$60,000 for the administrative service fee for the period from the Listing Date to September 30, 2021three and for the threesix months ended SeptemberJune 30, 2021.76 — Recurring Fair Value MeasurementsCompany'sCompany’s assets and liabilities that were measured at fair value on a recurring basis as of SeptemberJune 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.16 $ 57,587,990 $ 57,587,990 $ — $ — $ 57,587,990 $ 57,587,990 $ — $ — $ 550,000 $ — $ — $ 550,000 $ 550,000 $ — $ — $ 550,000
2021 $ 57,506,299 $ 57,506,299 $ — $ — $ 57,506,299 $ 57,506,299 $ — $ — $ 1,975,000 $ — $ — $ 1,975,000 $ 1,975,000 $ — $ — $ 1,975,000 August 6, 2020 (Inception)February 1, 2021 through SeptemberJune 30, 2021:(1) Represents the non-cash gain on the change in valuation of Private Warrants and is included in the change in fair value of warrant liability on the statement of operations.
Liability $ 1,975,000 (1,025,000 ) $ 950,000 (400,000 ) $ 550,000
Liability $ 2,303,000 147,000 150,000 $ 2,600,000 (725,000 ) $ 1,875,000 (1) SeptemberJune 30, 2021,2022, the Public Warrants were determined to contain none of the features requiring liability treatment; therefore, the Public warrants were not included in the fair value reporting.Model. The Private Warrants areOption Pricing Model, which is considered to be a Level 3 fair value measurements due to the use of unobservable inputs.measurement. The Modified Black Scholes Model can be modifiedmodel’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The fair value of the Private Placement Warrants were discounted to value SPAC Private Warrants by discounting the Acquisition Date warrant value to the Valuation Date and multiplying the present value byat June 30, 2022, utilizing the probabilityBusiness Combination date of a future transaction occurring.20212022 through SeptemberJune 30, 2021.SeptemberJune 30, 20212022 and February 1,December 31, 2021. $ 11.50 $ 11.50 $ 9.86 $ 9.74 2.75 % 13.75 % 5.50 5.33 3.01 % 1.26 % - % - % 87 — Commitments and Contingencies17business combinationBusiness Combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial Business Combination within 21 months from the closing of this offering.98 — Stockholder’sStockholders’ EquityCompany'sCompany’s board of directors. At SeptemberJune 30, 20212022 and December 31, 2021, there were 0no shares of preferred stock issued or outstanding.underwriters'underwriters’ over-allotment option is not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company'sCompany’s issued and outstanding common stock after the IPO. On February 2, 2021, the underwriter exercised its over-allotment option in full, hence, the 187,500 Founder Shares are no longer subject to forfeiture since then. In August 2020, the Company also issued to designees of EarlyBirdCapital an aggregate of 100,000 shares of common stock (“representative shares”), at a price of $0.0001 per share. As of SeptemberJune 30, 20212022 and December 31, 2020,2021, there were 1,537,500 shares of common stock issued and outstanding.18109 — Subsequent Events19Corp..Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and related notes included herein.e-commercehealthcare entrepreneurs and sophisticated investors. We believe our extensive industry experience and proven ability to source, acquire, grow and revitalize companies will provide our management team with a robust and consistent flow of acquisition opportunities. Our management team and board’s broad relationships across multiple networks, including leading consumer and technologyhealthcare company founders, executives of private and public companies, leading M&A investment banks and private equity firms, as well as their ability to engage early withconsumer-facing e-commercehealthcare sector. We are capitalizing on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team and board’s established relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments and has done so successfully in several sectors, particularly in digital consumer-facinghealthcare businesses. Over time, we believe that all companies will need to deploy an omni-commerce strategy to succeed, and we will leverage our management team and board’s unique experience to successfully develop our business target’s omni-commerce.SeptemberJune 30, 20212022 relates to our formation, the Initial Public OfferingIPO and, since the closing of the Initial Public Offering,IPO, a search for a Business Combination candidate. We will not be generating any operating revenues until the closing and completion of our initial Business Combination, at the earliest.20SeptemberJune 30, 2021,2022, we had net incomeloss of $121,369,$321,933, which consisted of $739$798,156 in formation and operating costs, offset by $76,223 in interest earned on marketable securities held in the Trust Account, and $225,000$400,000 in unrealized gain on the change in fair value of warrants, offset by $104,370 in formation and operating costs.ninesix months ended SeptemberJune 30, 2021,2022, we had net income of $391,293,$275,190, which consisted of $5,084$81,691 in interest earned on marketable securities held in the Trust Account, and $800,000$1,425,000 in unrealized gain on the change in fair value of warrants, offset by $1,231,501 in formation and operating costs.offset by $413,791and $110,980 in formation and operating costs.Liquidity and Capital ResourcesAs of September$529,204net income of $269,924, which consisted of $4,345 in interest earned on marketable securities held in the Trust Account, $575,000 in unrealized gain on change in fair value of warrants, and $309,421 in formation and operating costs.$563,414.Initial Public Offering,IPO, our liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 6)5) for the Founder Shares to cover certain offering costs, the loan under an unsecured promissory note from the Sponsor of $80,000, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of theour Sponsor or our officers and directors or their affiliates may, but are not obligated to, provide us Working Capital Loans. To date, there were no amounts outstanding under anyLoans (see Note 5). On March 21, 2022, our Sponsor signed an agreement to provide a Working Capital Loans.We anticipateLoan of $300,000 to us as required.the $529,204 outside of the Trust Account as of September 30, 2021,we will be sufficientable to allowconsummate the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming thatproposed business combination by this time. If a Business Combinationbusiness combination is not consummated duringby this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that time.wethe Company will not have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet ourits needs through the earlier of the consummation of a Business Combination or one year from this filing. However, the Working Capital Loans, as defined in Note 5, will provide additional flexibility to continue our identification and pursuit of potential business combination targets. Over this time period, wethe Company will be using theseavailable funds, including those from the Working Capital Loans, for the purpose of paying existing accounts payable, identifying and evaluating prospective initialInitial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.the Company’sour own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’sour control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance of the Warrants and will continue as of each subsequent quarterly period end date while the Warrants are outstanding.a non-cashan unrealized gain or loss on the statements of operations.21The Company accountspossible redemption to be classified outside of permanent equity. Therefore, all common stock, excluding the founder shares, has been classified outside of permanent equity.accordance withredemption value immediately as they occur and adjusts the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionallycarrying value of redeemable common stock (includingto equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock that feature redemption rights that are either within the controlaffected by charges against additional paid in capital and accumulated deficit.the holder or subjectshares for earnings per share purposes, which are referred to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times,redeemable common stock is classified as stockholders’ equity.and outstanding common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s5,375,000 potential common shares for outstanding warrants to purchase our stock feature certain redemption rights that is considered to be outside ofwere excluded from diluted earnings per share for the Company’s controlthree and subject tosix months ended June 30, 2022 and 2021 because the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside ofwarrants are contingently exercisable, and the stockholders’ equity section of the Company’s balance sheet.Net Income Per Common ShareNetcontingencies have not yet been met. As a result, diluted net income (loss) per common share is computed by dividing net income by the weighted average number of common stock outstanding for each of the periods. The calculation of dilutedsame as basic net income per common share does not include warrants since the inclusion of such warrants would be anti-dilutive.The Company’s statement of operations includes a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income per common share. Net income per common share, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable common stock outstanding since original issuance. Net income per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the periods. Non-redeemable common stock includes the founder shares as these common stock do not have any redemption features and do not participate in the income earned on the Trust Account.SeptemberJune 30, 2021,2022, we did not have any2021,2022, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering,IPO, the net proceeds received intoof our IPO, including amounts in the Trust Account,trust account, have been invested in U.S. government treasury bills, notes or bonds withUnited States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180185 days or less, or in certain money market funds thatmeeting certain conditions under Rulesolelyonly in US treasuries.direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.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 Co-Chief Executive Officers and Chief Financial Officer, to allow timely decisions regarding required disclosure.22As 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 September 30, 2021. 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 not effective, due solely to the material weakness in our internal control over financial reporting related to the Company's accounting for complex financial instruments, specifically its warrants and ordinary shares subject to redemption. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.DuringMarch 31, 2021, managementJune 30, 2022 covered by this Quarterly Report on Formin internal controls related to the Company's accounting for complex financial instruments, specifically its warrants and duringas described above. In light of the third quarter identified a material weakness in internal control relating toidentified and the classification of ordinary shares subject to redemption, which material weakness continued to exist during the most recent fiscal quarter ended September 30, 2021. Whileresulting restatement, although we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our systemprocesses to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of evaluating and implementing the complex accounting standards that apply to our financial statements, including throughstatements. Our plans at this time include providing enhanced analyses byaccess to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.20202021 filed with the SEC on April 15, 2021, as amended on Form 10-K/A filed with the SEC on April 19, 2021.March 31, 2022. As of the date of this Report there have been no material changes to the risk factors disclosed in our most recent Annual Report filed with the SEC.23On May 28, 2021, we received a notice from Nasdaq Regulation, or Nasdaq, indicating that we were not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result*Filed herewith.* ** 24IGNYTE ACQUISITION CORP.Date: November 15, 2021By: /s/ David Rosenburg David Rosenberg Co-Chief Executive Officer(Principal Executive Officer)IGNYTE ACQUISITION CORP. Date: NovemberAugust 15, 20212022By: By: Steven KaplanDavid Rosenberg Steven KaplanDavid Rosenberg Date: August 15, 2022 By: David Strupp Date: August 15, 2022 By: Steven Kaplan