September 30, 2022 ________ ☒ required disclosures about fair value measurement. Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the following hierarchy in measuring the fair value of the Company’s assets and liabilities, use of unobservable inputs. The Management’s Discussion and Analysis of Financial Condition and Results of Operations these conditions, and if so, we may be subject to future impairment losses related to long-lived assets as well as changes to valuations. selling, general and administrative expenses. accounts payable and other current assets and liabilities. GAAP. The preparation of these financial statements Quantitative and Qualitative Disclosures About Market Risk Controls and Procedures effective at a reasonable assurance level as of September 30, 2022. Defaults Upon Senior Securities By: Name: Financial Officer and Chief Accounting OfficerWashington,☒March 31, 2019__________________ to __________File Number: 001-37509file number: 001-38824HENNESSY CAPITAL ACQUISITION CORP. IVDelaware83-1476189Delaware 83-1476189 (State or other jurisdictionOther Jurisdiction ofincorporation Incorporation or organization)Organization)(I.R.S. Employer
Identification Number)3485 N. Pines Way, Suite 110Wilson, WY83014No.)19951 Mariner Avenue, Torrance, California 90503 (Address of principal executive offices)Principal Executive Offices)(Zip Code)code)code: (307) 734-4849Not applicable(Former name or former address, if changed since last report) Title of each class Trading symbol(s) Name of each exchange on which registered Common stock, $0.0001 par value per share GOEV The Nasdaq Global Select Market Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share GOEVW The Nasdaq Global Select Market DateData File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐filer”,filer,” “accelerated filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer ☐☒ Accelerated filer ☐ Non-accelerated filer ☒☐ Smaller reporting company ☐x Emerging growth company ☒☐ ☒☐ No ☐Securities registered pursuant to Section 12(b) of the Act:Title of each classTradingSymbol(s)Name of each exchange on which registeredClass A Common Stock, par value $0.0001 per shareHCACThe NASDAQ Stock Market LLCRedeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50HCACWThe NASDAQ Stock Market LLCUnits, each consisting of one share of Class A Common Stock and three-quarters of one Redeemable WarrantHCACUThe NASDAQ Stock Market LLCMay 10, 2019,November 3, 2022, there were 30,015,000324,500,887 shares of the Company’s class Aregistrant’s common stock, and 7,503,750 of the Company’s class B common stockpar value $0.0001 per share, issued and outstanding.HENNESSY CAPITAL ACQUISITION CORP. IVPagePage PART I – FINANCIAL INFORMATIONItem 1.Financial Statements:12345141919PART2020202121212122i1I – FINANCIAL INFORMATIONITEMFINANCIAL STATEMENTSHENNESSY CAPITAL ACQUISITION CORP. IVCONDENSED BALANCE SHEETS March 31, December 31, 2019 2018 (unaudited) ASSETS Current assets: Cash $ 1,826,000 $ 6,000 Prepaid expenses 142,000 - Total current assets 1,968,000 6,000 Deferred offering costs - 232,000 Cash and investments held in trust account 303,682,000 - Total assets $ 305,650,000 $ 238,000 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Note payable to Sponsor $ - $ 90,000 Accounts payable 53,000 27,000 Accrued liabilities 91,000 99,000 Accrued income and franchise taxes 117,000 - Total current liabilities 261,000 216,000 Other liabilities: Deferred underwriting compensation 10,179,000 - Total liabilities 10,440,000 216,000 Common stock subject to possible redemption; 28,733,635 and -0- shares at March 31, 2019 and December 31, 2018, respectively, (at value of approximately $10.10 per share) 290,210,000 - Commitments and contingencies Stockholders’ equity: Preferred stock, $0.0001 par value; 1,000,000 authorized shares; none issued or outstanding - - Class A common stock, $0.0001 par value; 100,000,000 authorized shares; 1,281,365 and -0- shares, respectively, issued and outstanding (excluding 28,733,635 and -0- shares, respectively, subject to possible redemption) - - Class B common stock, $0.0001 par value, 10,000,000 authorized shares 7,503,750 shares issued and outstanding 1,000 1,000 Additional paid-in-capital 4,684,000 24,000 Retained earnings (accumulated deficit) 315,000 (3,000 ) Total stockholders’ equity 5,000,000 22,000 Total liabilities and stockholders’ equity $ 305,650,000 $ 238,000 SeeFinancial StatementsSeptember 30,
2022December 31,
2021Assets Current assets Cash and cash equivalents $ 6,815 $ 224,721 Restricted cash, current 4,208 2,771 Inventory 1,282 — Prepaids and other current assets 28,107 63,814 Total current assets 40,412 291,306 Property and equipment, net 301,974 202,314 Restricted cash, non-current 9,500 — Operating lease right-of-use assets 28,469 14,228 Deferred asset - Walmart warrants 50,175 — Other assets 14,256 15,226 Total assets $ 444,786 $ 523,074 Liabilities and stockholders' equity Liabilities Current liabilities Accounts payable $ 96,576 $ 52,267 Accrued expenses and other current liabilities 74,118 83,925 Convertible debt, current 12,500 — Total current liabilities 183,194 136,192 Contingent earnout shares liability 6,188 29,057 Operating lease liabilities 27,533 13,826 Total liabilities 216,915 179,075 Commitments and contingencies (Note 8) Stockholders’ equity Preferred stock, $0.0001 par value; 10,000 authorized, no shares issued and outstanding at September 30, 2022 and December 31, 2021 — — Common stock, $0.0001 par value; 500,000 authorized; 299,868 and 238,578 issued and outstanding at September 30, 2022 and December 31, 2021, respectively 29 24 Additional paid-in capital 1,327,435 1,036,104 Accumulated deficit (1,099,593) (692,129) Total stockholders’ equity 227,871 343,999 Total liabilities and stockholders’ equity $ 444,786 $ 523,074 toare an integral part of these condensed consolidated financial statementsstatements.HENNESSY CAPITAL ACQUISITION CORP. IVCONDENSED STATEMENT OF OPERATIONS(unaudited) Three Months Ended
March 31,
2019 Revenues $ - General and administrative expenses 112,000 Loss from operations (112,000 ) Other income – Interest income on Trust Account 530,000 Income before provision for income tax 418,000 Provision for income tax 100,000 Net income $ 318,000 Two Class Method for Per Share Information: Weighted average Class A common shares outstanding - basic and diluted 30,015,000 Net income per Class A common share – basic and diluted $ 0.01 Weighted average Class B common shares outstanding – basic and diluted 7,503,750 Net loss per Class B common share – basic and diluted $ (0.01 ) SeeThree months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Revenue $ — $ — $ — $ — Costs and Operating Expenses Cost of revenue, excluding depreciation — — — — Research and development expenses, excluding depreciation 57,063 59,387 255,009 158,033 Selling, general and administrative expenses, excluding depreciation 48,826 45,510 159,600 144,072 Depreciation 3,449 2,109 9,020 6,317 Total costs and operating expenses 109,338 107,006 423,629 308,422 Loss from operations (109,338) (107,006) (423,629) (308,422) Other (expense) income Interest (expense) income (2,179) 33 (2,189) 79 (Loss) gain on fair value change in contingent earnout shares liability (2,067) 25,764 22,869 101,166 Loss on fair value change in private placement warrants liability — — — (1,639) Loss on extinguishment of debt (4,095) — (4,095) — Other (expense) income, net (26) 334 (420) 160 Loss before income taxes (117,705) (80,875) (407,464) (208,656) Provision for income taxes — — — — Net loss and comprehensive loss $ (117,705) $ (80,875) $ (407,464) $ (208,656) Per Share Data: Net loss per share, basic and diluted $ (0.43) $ (0.35) $ (1.62) $ (0.92) Weighted-average shares outstanding, basic and diluted 275,455 228,477 250,783 226,747 toare an integral part of these condensed consolidated financial statementsstatements.HENNESSY CAPITAL ACQUISITION CORP. IVCONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITYFor the three months ended March 31, 2019(unaudited) Common Stock Additional Retained Earnings Stockholders’ Class A Shares Amount Class B Shares Amount Paid-in Capital (Accumulated Deficit) Equity (Deficit) Balances, December 31, 2018(1) - $ - 7,503,750 $ 1,000 $ 24,000 $ (3,000 ) $ 22,000 Sponsor forfeiture of shares - - (871,930 ) - - - - Anchor Investor purchase of shares - - 871,930 - 3,000 - 3,000 Sale of Units to the public at $10.00 per Unit 30,015,000 3,000 - - 300,147,000 - 300,150,000 Underwriters’ discount and offering expenses - - - - (18,865,000 ) - (18,865,000 ) Sale of 13,581,500 Private Placement Warrants at $1.00 per warrant - - - - 13,582,000 - 13,582,000 Change in Class A common stock subject to possible redemption (28,733,635 ) (3,000 ) - - (290,207,000 ) - (290,210,000 ) Net income - - - - - 318,000 318,000 Balances, March 31, 2019 (unaudited) 1,281,365 $ - 7,503,750 $ 1,000 $ 4,684,000 $ 315,000 $ 5,000,000 (1)Share amounts have been retroactively restated to reflect the stock dividendapproximately 0.05 share for the Company's shares of Class B common stock on February 28, 2019 (see Note 4).Stockholders’ Equity (in thousands)SeeCommon stock Additional
paid-in
capitalAccumulated
deficitTotal
stockholders’
EquityShares Amount Balance as of December 31, 2021 238,578 $ 24 $ 1,036,104 $ (692,129) $ 343,999 Repurchase of unvested shares – forfeitures (296) — (3) — (3) Issuance of shares for restricted stock units vested 584 — — — — Issuance of shares upon exercise of vested stock options 20 — — — — Purchase of shares and warrants by VDL Nedcar 972 — 8,400 — 8,400 Stock-based compensation — — 20,680 — 20,680 Net loss and comprehensive loss — — (125,367) (125,367) Balance as of March 31, 2022 239,858 $ 24 $ 1,065,181 $ (817,496) $ 247,709 Repurchase of unvested shares - forfeitures (175) — (3) — (3) Issuance of shares for restricted stock units vested 1,017 — — — — Issuance of shares under SEPA agreement (Note 12) 14,236 1 33,082 — 33,083 Issuance of shares under PIPE agreement (Note 10) 13,699 1 49,999 — 50,000 Issuance of shares upon exercise of vested stock options 7 — — — — Issuance of shares under employee stock purchase plan 254 — 1,175 — 1,175 Stock-based compensation — — 20,773 — 20,773 Net loss and comprehensive loss — — — (164,392) (164,392) Balance as of June 30, 2022 268,896 $ 26 $ 1,170,207 $ (981,888) $ 188,345 Repurchase of unvested shares - forfeitures (176) — (3) — (3) Issuance of shares for restricted stock units vested 1,245 — — — — Issuance of shares upon exercise of vested stock options 24 — — — — Issuance of shares under employee stock purchase plan 830 — 1,324 — 1,324 Issuance of shares under PPA agreement (Note 7) 27,015 3 81,906 — 81,909 Issuance of shares under legal settlement (Note 8) 2,034 — 5,532 — 5,532 Recognition of vested Walmart warrants — — 50,175 — 50,175 Offering costs for the issuance of shares — — (1,233) — (1,233) Stock-based compensation — — 19,527 — 19,527 Net loss and comprehensive loss — — — (117,705) (117,705) Balance as of September 30, 2022 299,868 29 1,327,435 (1,099,593) 227,871 toare an integral part of these condensed consolidated financial statementsstatements.HENNESSY CAPITAL ACQUISITION CORP. IVCONDENSED STATEMENT OF CASH FLOWS(unaudited) For the Three Months Ended March 31,
2019 Cash flows from operating activities: Net income $ 318,000 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest income retained in Trust Account (530,000 ) Changes in operating assets and liabilities: Increase in prepaid expenses (142,000 ) Increase in accounts payable 5,000 Increase in accrued liabilities 91,000 Increase in accrued income and franchise taxes 117,000 Net cash used in operating activities (141,000 ) Cash flows from investing activities: Cash deposited in Trust Account (303,152,000 ) Cash flows from financing activities: Proceeds from sale of stock to Anchor Investor 3,000 Proceeds from Note payable to Sponsor 210,000 Proceeds from sale of Public Offering Units 300,150,000 Proceeds from sale of Private Placement Warrants 13,582,000 Payment of underwriting discounts (7,830,000 ) Payment of offering costs (702,000 ) Payment of Note payable to Sponsor (300,000 ) Net cash provided by financing activities 305,113,000 Net increase in cash 1,820,000 Cash at beginning of period 6,000 Cash at end of period $ 1,826,000 Supplemental disclosure of non-cash financing activities: Deferred underwriters’ compensation $ 10,179,000 Offering costs included in accounts payable $ 48,000 SeeCommon stock Additional
paid-in
capitalAccumulated
deficitTotal
stockholders’
equityShares Amount Balance as of December 31, 2020 235,753 $ 24 $ 910,579 $ (345,361) $ 565,242 Proceeds from exercise of public warrants 597 — 6,867 — 6,867 Repurchase of unvested shares – forfeitures (118) — (2) — (2) Issuance of shares for restricted stock units vested 1,230 — — — — Issuance of shares upon exercise of vested stock options 37 — — — — Stock-based compensation — — 45,146 — 45,146 Conversion of private placement warrants to public warrants — — — 8,252 — 8,252 Net loss and comprehensive loss — — — (15,227) (15,227) Balance as of March 31, 2021 237,499 $ 24 $ 970,842 $ (360,588) $ 610,278 Repurchase of unvested shares - forfeitures (56) — (2) — (2) Issuance of shares for restricted stock units vested 114 — — — — Issuance of shares upon exercise of vested stock options 6 — — — — Stock-based compensation — — 25,514 — 25,514 Net loss and comprehensive loss — — — (112,554) (112,554) Balance as of June 30, 2021 237,563 $ 24 $ 996,354 $ (473,142) $ 523,236 Proceeds from exercise of public warrants 1 — 12 — 12 Repurchase of unvested shares - forfeitures (391) — (3) — (3) Issuance of shares for restricted stock units vested 418 — — — — Issuance of shares upon exercise of vested stock options 12 — — — — Stock-based compensation — — 19,098 — 19,098 Net loss and comprehensive loss — — — (80,875) (80,875) Balance as of September 30, 2021 237,603 $ 24 $ 1,015,461 $ (554,017) $ 461,468 toare an integral part of these condensed consolidated financial statementsstatements.HENNESSY CAPITAL ACQUISITION CORP. IV2022 2021 Cash flows from operating activities: Net loss $ (407,464) $ (208,656) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 9,020 6,317 Non-cash operating lease expense 1,515 774 Non-cash commitment fee under SEPA 582 — Non-cash legal settlement 5,532 — Stock-based compensation expense 60,980 89,758 Gain on fair value change of contingent earnout shares liability (22,869) (101,166) Loss on fair value change in private placement warrants liability — 1,639 Loss on extinguishment of debt 4,095 — Non-cash debt discount 900 — Amortization of debt issuance costs and non-cash interest expense 1,316 — Changes in assets and liabilities: Inventory (1,282) — Prepaid expenses and other current assets 4,037 (8,915) Other assets 970 (939) Accounts payable & accrued expenses and other current liabilities 12,805 40,567 Net cash used in operating activities (329,863) (180,621) Cash flows from investing activities: Purchases of property and equipment (88,817) (73,976) Prepayment to VDL Nedcar — (26,134) Return of prepayment from VDL Nedcar 30,440 — Net cash used in investing activities (58,377) (100,110) Cash flows from financing activities: Proceeds from exercise of public warrants — 6,879 Repurchase of unvested shares (9) (7) Payment of offering costs (1,219) (5,306) Repayment of PPP loan — (6,943) Proceeds from the purchase of shares and warrants by VDL Nedcar 8,400 — Proceeds from issuance of shares under SEPA agreement 32,500 — Proceeds from issuance of shares under PIPE 50,000 — Proceeds from employee stock purchase plan 2,499 — Proceeds from PPA 89,100 — Net cash provided by (used in) financing activities 181,271 (5,377) Net decrease in cash, cash equivalents, and restricted cash (206,969) (286,108) Cash, cash equivalents, and restricted cash Cash, cash equivalents, and restricted cash, beginning of period 227,492 702,422 Cash, cash equivalents, and restricted cash, end of period $ 20,523 $ 416,314
The accompanying notes are an integral part of these condensed consolidated financial statements.Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets Cash and cash equivalents at end of period $ 6,815 $ 414,904 Restricted cash, current at end of period 4,208 1,410 Restricted cash, non-current at end of period $ 9,500 $ — Total cash, cash equivalents, and restricted cash at end of period shown in the condensed consolidated statements of cash flows $ 20,523 $ 416,314 Supplemental non-cash investing and financing activities Acquisition of property and equipment included in current liabilities $ 72,375 $ 46,774 Offering costs included in current liabilities $ 1,189 $ 8,001 Recognition of operating lease right-of-use asset $ 15,757 $ 2,362 Conversion of private placement warrants to public warrants $ — $ 8,252 Issuance of shares for extinguishment of convertible debt under PPA agreement $ 81,909 $ — Supplemental disclosures of cash flow information Cash paid for interest $ — $ 60 NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSGeneral:Hennessy Capital Acquisition Corp. IV (theBusinesswas incorporated in Delaware on August 6, 2018. The Company was formed for the purpose of effectingis a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growthmobility technology company” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).At March 31, 2019, the Company had not commenced any operations. All activity for the period from August 6, 2018 (date of inception) to March 31, 2019 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable Business Combination. The Company will not generate any operating revenues until after completion of the Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering. All dollar amounts are rounded to the nearest thousand dollars.Sponsor and Financing:The Company’s sponsor is Hennessy Capital Partners IV LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Public Offering (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on February 28, 2019. The Company intends to finance a Business Combination with proceeds from the $300,150,000 Public Offering (Note 3) and a $13,581,500 Private Placement (as defined in Note 4). Upon the closing of the Public Offering and the Private Placement, $303,151,500 was deposited in a trust account (the “Trust Account”).The Trust Account:The funds in the Trust Account may be invested only in U.S. government treasury bills with a maturity of one hundredmission to bring electric vehicles ("EVs") to everyone. We have developed a breakthrough EV platform that we believe will enable us to rapidly innovate, and eighty (180) days or less or in moneybring new products addressing multiple use cases to market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of its initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legalfaster than our competition and accounting due diligence on prospective acquisition targets and continuing general and administrative expenses.The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay tax obligations, if any (less up to $100,000 interest to pay dissolution expenses), none of the funds held in trust will be released until the earliest of: (a) the completion of the Initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of the public stockholders.During March 2019, the Company invested approximately $303,120,000 of the funds in the Trust Account in U.S. government treasury bills maturing in September 2019, leaving approximately $32,000 in cash in the Trust Account.5Business Combination:The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less the deferred underwriting commissions and taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination.The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardlesslower cost.whether they vote for or against the Business Combination, for cash equal to their pro rata sharePresentation and Summary of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity toSignificant Accounting Policiestheir shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by the rules of the Nasdaq Capital Market. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of Class A and Class B common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination.If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering,been prepared in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account was initially $10.10 per public share, which equals the $303,151,500 held in the Trust Account divided by 30,015,000 public shares.The Company will only have 18 months, or until September 5, 2020, from the closing daterules and regulations of the Public Offering to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses)SEC and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have waived their rights to participate in any redemption with respect to their Founder Shares (as defined in Note 4); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within 18 months from the closing of the Public Offering.In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit in the Public Offering.NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation:The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, whichfor interim reporting. Accordingly, certain notes or other information that are in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2019, and the results of operations and cash flows for the period presented. Certain information and disclosures normally included in financial statements prepared in accordance withrequired by GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year.The accompanyingif they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed interimconsolidated financial statements should be read in conjunction with the Company’s audited financial statements and related notes thereto included in the Company’s final prospectus dated February 28, 2019, as well as the Company’s audited balance sheet included in the CurrentCompany's Annual Report on Form 8-K10-K for the year ended December 31, 2021, filed with the SEC on 11, 2019.Emerging Growth1, 2022Section 102(b)(1) has made all adjustments necessary to present fairly its condensed consolidated financial statements for the periods presented. Such adjustments are of a normal, recurring nature. 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.Company and its subsidiaries. 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 non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.Net Income (Loss) per ShareNet income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 36,092,750 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per common shareCompany’s comprehensive loss is the same as basic loss per common shareits net loss.the period.The Company’s statement of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similarany updates below, no material changes have occurred with respect to the two-class methodCompany’s significant accounting policies disclosed in Note 2 of income (loss) per share. Net income (loss) per share, basicthe Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K.diluted for Class A common stock is calculated by dividingCapital Resourcesinterest income earned ondate of the funds infiling of this Form 10-Q, the Trust Account, netCompany’s principal sources of income tax expenseliquidity are its unrestricted cash balance and franchise tax expense, byits access to capital under the weighted average number of shares of Class A common stock outstanding since their original issuance. Net income (loss) per common share, basic and diluted, for shares of Class B common stock is calculated by dividing the net income (loss), less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. Net income (loss) available to each class of common stockholders is as follows for the three months ended March 31, 2019: March 31,
2019 Net income available to Class A common stockholders: Interest income $ 530,000 Less: Income and franchise taxes (117,000 ) Net income attributable to Class A common stockholders $ 413,000 Net income available to Class B common stockholders: Net income $ 318,000 Less: amount attributable to Class A common stockholders (413,000 ) Net (loss) attributable to Class B common stockholders $ (95,000 ) Concentration of Credit Risk:Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000.Wainwright ATM Program (as defined below). The Company has incurred losses since inception and had negative cash flow from operating activities of $329.9 million for the nine months ended September 30, 2022. The Company expects to continue to incur net losses and negative cash flows from operating activities in accordance with its operating plan and expects that both capital and operating expenditures will increase significantly in connection with its ongoing activities. As previously disclosed in our 2021 Form 10-K, management planned to raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing and to the extent unsuccessful at doing so, management had the intent and ability to use its discretion to delay, scale back, or abandon future expenditures. As of the date of the filing of this Form 10-Q, management has not experienced lossestaken actions to delay, scale back, or abandon future expenditures. However, management’s actions to preserve an adequate level of liquidity for a period of twelve months from the date of the filing of this Form 10-Q are not sufficient on these accountstheir own without obtaining access to additional liquidity to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern.believescannot conclude as of the date of this filing that its plans are probable of being successfully implemented. The condensed consolidated interim financial information does not include any adjustments that might result from the outcome of this uncertainty.not exposedworking on projecting demand and infrastructure requirements and deploying its workforce and other resources accordingly.risksjudgment.such accounts.7Financial Instruments:which qualifyfocusing on the most observable inputs when available:financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the financial statements.Use of Estimates:The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts ofquoted prices for similar assets and liabilities and disclosure of contingentin active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.datemeasurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.financial statements. Actual results could differ from those estimates.Deferred Offering Costs:Company complies withfollowing table summarizes the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A — “Expenses of Offering”. Costs incurred in connection with preparation for the Public Offering (approximately $18,865,000) including underwriters’ discount, have been charged to equity upon completion of the Public Offering.Income Taxes:The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred taxCompany’s assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the balance sheet carrying amounts 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 of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.The Company’s currently taxable income consists of interest income on the Trust Account net of taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2019, the Company recorded income tax expense of approximately $100,000 primarily related to interest income earned on the Trust Account net of taxes. The Company’s effective tax rate for the three months ended March 31, 2019 was approximately 31% which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. At March 31, 2019 and December 31, 2018, the Company has a deferred tax asset of approximately $20,000 and $-0-, respectively, primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2019 or December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2019 or December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Redeemable Common Stock:As discussed in Note 3, all of the 30,015,000 public shares sold as part of Units in the Public Offering contain a redemption feature which allows for the redemption of public shares if the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001 upon the closing of a Business Combination.The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by adjustments to additional paid-in capital. Accordingly, at March 31, 2019, 28,733,635 of the 30,015,000 public shares were classified outside of permanent equity.Recent Accounting Pronouncements:In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part I. Accounting for Certain Financial Instruments with Down Round Features; Part II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Also, entities must adjust their basic Earnings Per Share (“EPS”) calculation for the effect of the down round provision when triggered (that is, when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature). That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. An entity will also recognize the effect of the trigger within equity. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this guidance during the three months ended March 31, 2019. The adoption of this guidance enabled the Company to record the warrants as equity instruments and is not expected to have a material impact on the Company’s financial position, results of operations, cash flows or disclosures until a trigger event occurs. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update are not expected to have an impact on the Company.Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.Subsequent Events:Management has evaluated subsequent events to determine if events or transactions occurring after the date of the financial statements but before the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed.NOTE 3 – PUBLIC OFFERINGOn March 5, 2019, the Company completed the Public Offering for the sale of 30,015,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and three-quarters of one redeemable warrant (the “Warrants”). Each whole Warrant offered in the Public Offering is exercisable to purchase one share of Class A common stock. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Accordingly, unless a holder purchases a multiple of four Units, the number of Warrants issuable to such holder upon separation of the Units will be rounded down to the nearest whole number of Warrants. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the 18-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of a Warrant during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last reported sale price of the Company’s shares of Class A common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders.In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “newly issued price”), the exercise price of the Warrants and the Private Placement Warrants (as defined below) will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price.The Company granted the underwriters a 45-day option to purchase up to 3,915,000 additional Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions. The underwriters exercised their over-allotment option in full and closed on the proceeds from the over-allotment option on March 5, 2019. The Warrants issued in connection with the 3,915,000 over-allotment units are identical to the public Warrants and have no net cash settlement provisions.The Company paid an underwriting discount of 3.0% (or 0% in the case of Units sold to cover any over-allotments) of the per Unit price to the underwriters at the closing of the Public Offering ($7,830,000), with an additional fee (the “Deferred Discount”) of 3.0% (or 6.0% in the case of Units sold to cover any over-allotments) of the gross offering proceeds payable upon the consummation of the initial Business Combination ($10,179,000). The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.In connection with the Public Offering, an underwriter of the Public Offering entered into a forward purchase agreement with the Company, which provides for the purchase by that underwriter of public shares for an aggregate purchase price of $125 million through, other than as described below, open market purchases or privately negotiated transactions with one or more third parties. In lieu of purchasing an aggregate of $125 million of public shares in the open market or privately negotiated transactions, up to $75 million of such aggregate purchase price may instead be in the form of an investment in the Company’s equity securities on terms to be mutually agreed between that underwriter and the Company, to occur concurrently with the closing of Business Combination. The decision to make such an investment in other equity securities will not reduce the aggregate purchase price of the forward purchase agreement. However, that underwriter will be excused from its purchase obligation in connection with a specific Business Combination unless, within ten calendar days following written notice delivered by the Company of its intention to enter into such Business Combination, that underwriter notifies the Company that it has decided to proceed with the purchase in whole or in part. That underwriter may decide not to proceed with the purchase for any reason, including, without limitation, if it has determined that such purchase would constitute a conflict of interest.NOTE 4 – RELATED PARTY TRANSACTIONSFounder SharesIn September 2018, the Sponsor purchased 7,187,500 shares of Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.003 per share. In October 2018, the Sponsor transferred 75,000 founder shares to each of the Company’s six independent directors, 300,000 shares to our Executive Vice President, Chief Financial Officer and Secretary, and 225,000 shares to our President and Chief Operating Officer. In January 2019, the Sponsor forfeited 871,930 shares of Class B common stock and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”) purchased 871,930 shares of Class B common stock for an aggregate purchase price of approximately $3,000, or approximately $0.003 per share. On February 28, 2019, the Company effected a stock dividend for approximately 0.05 shares for each of the Company’s shares of Class B common stock, resulting in the Company’s initial stockholders holding an aggregate of 7,503,750 Founder Shares. The financial statements have been retroactively restated to reflect the issuance of the stock dividend in all periods presented. Following the stock dividend, the Company’s officers and directors retransferred an aggregate of 48,823 Founder Shares to the Sponsor and the Anchor Investor waived its right to the stock dividend. The Founder Shares are identical to the Class A common stock included in the Units sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A common stock at the time of the initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The Sponsor and the Anchor Investor had agreed to forfeit up to 978,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The over-allotment option was exercised in full and therefore no shares were forfeited.The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.Private Placement WarrantsThe Sponsor and the Anchor Investor purchased from the Company an aggregate of 13,581,500 warrants at a price of $1.00 per warrant (an aggregate purchase price of $13,581,500), in a private placement (the “Private Placement”) that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each whole Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering deposited in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor, the Anchor Investor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the Anchor Investor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions.In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “newly issued price”), the exercise price of the Private Placement Warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price.If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor will expire worthless.Registration RightsThe Company’s initial stockholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement signed on the date of the prospectus for the Public Offering. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement.Related Party LoansIn August 2018, the Sponsor agreed to loan the Company an aggregate of $300,000 by drawdowns of not less than $10,000 each against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of March 31, 2019 or the completion of the Public Offering.In September 2018, the Company drew down $90,000 from the Note in order to fund expenses of the Public Offering. In January 2019, the Company drew down an additional $75,000 from the Note in order to fund expenses of the Public Offering. On February 27, 2019, the Company drew down on the remaining $135,000 of the Note leaving a balance on the Note at that date of $300,000. On March 5, 2019, the Note was repaid in full in connection with the closing of the Public Offering.11Administrative Support Agreement and Other MattersThe Company has agreed to pay $15,000 a month for office space, utilities and secretarial and administrative support to an affiliate of the Sponsor, Hennessy Capital LLC. Services commenced on the date the securities were first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. The financial statements for the three months ended March 31, 2019 include a charge for $15,000, for one month of such administrative support.Also, commencing on the date the securities were first listed on the Nasdaq Capital Market, the Company has agreed to compensate its Chief Financial Officer $29,000 per month for his services prior to the consummation of the Company’s initial Business Combination, of which 60% is payable currently in cash and 40% is payable upon the completion of the Company’s initial Business Combination. The financial statements for the three months ended March 31, 2019 include an accrued liability for approximately $12,000 for the deferred portion of this compensation and the payment of approximately $17,000 for the cash portion.Further, the Company’s President and Chief Operating Officer will be entitled to a $500,000 cash fee from the Company upon the successful completion of the Company’s initial Business Combination. No amounts have been accrued in the March 31, 2019 financial statements for this fee as the underlying event (completion of the Business Combination) that would trigger this payment is not certain.NOTE 5 – TRUST ACCOUNT AND FAIR VALUE MEASUREMENTThe Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.Upon the closing of the Public Offering and the Private Placement, a total of approximately $303,151,500 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations.At March 31, 2019 the proceeds of the Trust Account were invested primarily in U.S. government treasury bills maturing in September 2019 yielding interest of approximately 2.45% per year. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost on the accompanying March 31, 2019 condensed balance sheet and adjusted for the amortization of discounts.The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2019 and indicatesrequired by ASC 820, by level, within the fair value hierarchy as of September 30, 2022 and December 31, 2021 (in thousands):September 30, 2022 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 6,188 $ — $ — $ 6,188 December 31, 2021 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 29,057 $ — $ — $ 29,057 valuation techniquesliability with related changes in internal and external market factors. The tranches were valued using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of the Company.Beginning fair value at December 31, 2021 $ 29,057 Change in fair value during the period (22,869) Ending fair value at September 30, 2022 $ 6,188 utilizedelected to determine such fair value. Since allclassify the convertible debt as a liability at amortized cost using the effective interest method. The Company classifies convertible debt based on the re-payment terms and conditions. Any discounts on the convertible debt and costs incurred upon issuance of the Company’s permitted investments at March 31, 2019 consisted of U.S. government treasury bills and money market funds that invest only in U.S. government treasury bills, fair values of its investmentsconvertible debt are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:Description Carrying
value at
March 31,
2019 Gross
Unrealized
Holding
Gains Quoted
Price
Prices in
Active
Markets
(Level 1) Assets: Cash and money market funds $ 32,000 $ - $ 32,000 U.S. government treasury bills 303,650,000 40,000 303,690,000 Total $ 303,682,000 $ 40,000 $ 303,722,000 12NOTE 6 – STOCKHOLDERS’ EQUITYCommon StockThe authorized common stock of the Company is 110,000,000 shares, including 100,000,000 shares of Class A common stock, par value, $0.0001, and 10,000,000 shares of Class B common stock, par value, $0.0001. The Company may (depending onamortized to interest expense over the terms of the related convertible debt. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. Refer to Note 7 for information regarding convertible debt.Combination)Entities about Government Assistance, which amends the guidance on accounting for government assistance and requires business entities to disclose information about certain government assistance they receive. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The amendments are effective for fiscal years beginning after December 15, 2021, and only impacts annual financial statement footnote disclosures. The Company adopted the new standard during the three months ended March 31, 2022, and the impact of any government assistance transactions within the scope of this standard will be included within our annual financial statement footnote disclosures for year ended December 31, 2022.September 30, 2022 December 31, 2021 Receivable from VDL Nedcar $ — $ 30,440 Deferred battery supplier cost 18,300 18,300 Short term deposits 2,977 7,030 Prepaid expense 6,021 4,865 Other current assets 809 3,179 Prepaids and other current assets $ 28,107 $ 63,814 September 30,
2022December 31,
2021Tooling, machinery, and equipment 31,309 18,040 Computer hardware 8,643 6,161 Computer software 9,053 7,837 Vehicles 295 267 Furniture and fixtures 742 742 Leasehold improvements 14,956 14,939 Construction-in-progress 267,830 176,162 332,828 224,148 Less: Accumulated depreciation (30,854) (21,834) Property and equipment, net $ 301,974 $ 202,314 September 30,
2022December 31,
2021Accrued property and equipment purchases $ 26,331 $ 34,375 Accrued research and development costs 23,398 23,994 Accrued professional fees 14,174 9,239 Accrued battery supplier costs — 10,000 Other accrued expenses 10,215 6,317 Total accrued expenses $ 74,118 $ 83,925 increasemake under these indemnification provisions may not be subject to maximum loss clauses. The Company provided indemnifications to certain of its officers and employees with respect to claims filed by a former employee.
Arkansas Facility Leaseauthorizedfirst quarter of 2022, the Company entered into a real estate lease for its industrialization facility in Bentonville, Arkansas ("Bentonville lease"). The original lease term is 10 years and commenced on February 1, 2022.Operating
Lease2022 (excluding the nine months ended September 30, 2022) $ 866 2023 3,831 2024 3,985 2025 4,114 2026 3,937 Thereafter 24,401 Total lease payments 41,134 11,840 29,294 1,761 Operating lease liabilities, net of current portion $ 27,533 2022 2021 2022 2021 Research and development $ 8.2 $ 5.8 $ 23.4 $ 22.6 Selling, general and administrative 11.3 13.3 37.5 67.1 Total $ 19.5 $ 19.1 $ 60.9 $ 89.7 sameCompany’s request any time during the 36 months following the execution of the SEPA. During the three and nine months ended September 30, 2022, we issued none and 14.2 million shares of Common Stock to Yorkville, respectively, for cash proceeds of $32.5 million with a portion of the shares issued as its stockholders vote onnon-cash stock purchase discount under the Business Combination to the extentSEPA. Effective August 26, 2022, the Company seeks stockholder approval in connection with its Business Combination. Holdersterminated the SEPA. At the time of the Company’s Class A and Class B common stock vote together as a single class and are entitled to one vote for each share of Class A and Class B common stock they own. At March 31, 2019,termination, there were 7,503,750no outstanding borrowings, advance notices, shares of Class B common stockCommon Stock to be issued or fees due under the SEPA.outstandingon October 5, 2022, the “Wainwright Sales Agreement”) with Evercore Group L.L.C. and 1,281,365H.C. Wainwright & Co., LLC (collectively, the "agents"), to sell shares of Class A common stock issued and outstanding (excluding 28,733,635 shares subjectCommon Stock having an aggregate sales price of up to possible redemption).Preferred StockThe Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001, with such designations, voting and other rights and preferences as may be determined$200.0 million, from time to time, through an “at-the-market offering” program under which the agents act as sales agents (the “Wainwright ATM Program”). The sales are made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Company isCompany’s board of directors. At March 31, 2019, there were noCompany from transactions with Walmart or its affiliates under the Walmart EV Fleet Purchase Agreement or enabled by any other agreement between the Company and Walmart, and any net revenue attributable to any products or services offered by Walmart or its affiliates related to the Company, until such net revenue equals $300.0 million, at which time the Warrant will have vested fully. Of the aggregate 61.2 million shares of preferred stockCommon Stock issuable to Walmart, 7.3 million shares of Common Stock are subject to stockholder approval. In the event that stockholder approval is not obtained, in lieu of any shares which would have been issued to Walmart on account of the Warrant, the Company is required to pay to Walmart an amount in cash calculated pursuant to the Warrant.Expected term (years) 10 Risk free interest rate 3.0 % Expected volatility 91.3 % Dividend yield — % Exercise price $ 2.15 Stock price $ 3.63 September 30, 2022 2021 Restricted and performance stock units 33,257 15,086 Convertible debt (Note 7) 7,451 — Restricted common stock shares 3,019 5,123 Early exercise of unvested stock options 870 3,146 Options to purchase common stock 197 285 outstanding.state income taxes has been included in the condensed consolidated financial statements.ITEMMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSthe Company’s financial condition andour results of operations and financial condition. This discussion and analysis should be read in conjunction with theour condensed consolidated interim financial statements and the related notes thereto contained elsewhere in this report.SpecialQuarterly Report on Form 10-Q. The statements in this discussion regarding expected and other production timelines, development of our own manufacturing facilities, industry trends, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 1, 2022 (the “Annual Report on Form 10-K”), Part II, Item IA. “Risk Factors” in this Quarterly Report on Form 10-Q and “Cautionary Note Regarding Forward-Looking StatementsAll statements other than statements of historical factStatements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements.and elsewherehave been rounded for ease of presentation. Percentage figures included in this Form 10-Q regardingsection have not in all cases been calculated on the Company’sbasis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our financial position,statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.strategymodel. The foundational layer is our Multi-Purpose Platform (“MPP” or “platform”) architecture, which serves as the base of our vehicles, including the Lifestyle Vehicle and its Delivery, Base, Premium, and Adventure trims; the Multi-Purpose Delivery Vehicle (“MPDV”) and the plansPickup. The next layer is cybersecurity which is embedded in our vehicle to ensure the privacy and objectivesprotection of managementvehicle data. Our top hats, or cabins, are modular and purpose-built to provide tailored solutions for future operations, are forward-looking statements. When used in this Form 10-Q, wordsour customers. This intentional design enables us to efficiently use resources to produce only what is necessary, underscoring our focus on sustainability and returning capital to customers. The remaining layers, connected accessories and digital customer ecosystem, present high-margin opportunities that extend beyond the initial vehicle sale, across multiple owners. Owners will further be able to customize their vehicles by adding connected accessories such as “anticipate,” “believe,” “estimate,” “expect,” “intend”Bluetooth devices or infotainment systems. In addition, there are opportunities for software sales throughout the vehicle life, including predictive maintenance and similar expressions, as they relateservice software or advanced driver assistance systems upgrades.or the Company’s management, identify forward-looking statements. Such forward-looking statementsto achieve start of production with less supply chain risk and provide us better oversight of our vehicle manufacturing. We are based on the beliefs of management,building production facilities in states and communities that are investing in high-tech manufacturing alongside us, creating American jobs and driving innovation. We intend to have our battery manufacturing and a mega microfactory in Pryor, Oklahoma as well as assumptionsa facility in Bentonville, Arkansas. We also plan to move our corporate headquarters to Bentonville.by,strategic investments in our technology and information currently availableproducts that position us to capture three large and growing markets - commercial and passenger vehicles, upfitting and accessories, and car data. With the rise of on-demand delivery and eCommerce, it is increasingly important to bring electrification to commercial vehicles, which Mordor Intelligence estimated represented a market opportunity of over $715 billion as of 2020. We also have chosen to pursue the most profitable segments of the passenger vehicle market, the SUV and Pickup segments, which IHS estimated to have generated over $115 billion in profits in 2020. In addition to this opportunity in commercial and passenger vehicle markets, due to the modularity and customization of all our vehicles, we believe there is a significant opportunity in upfitting and accessories across the vehicle lifecycle, which the Specialty Equipment Market Association estimated were valued at $24 billion in 2020. Lastly, according to research conducted by McKinsey, the value from car data monetization is expected to generate an over $250 billion market by 2030. Altogether, we estimate our highly strategic total market opportunity could grow to be over $1 trillion.management. Actualability to continue as a going concern for twelve months from the date of issuance of the financial statements included in this Quarterly Report on Form 10-Q.from those contemplated byand adversely impacted in the forward-looking statementsnear term as a result of certain factors detailed in our filings with the SEC.Overviewa blank checkan early stage-growth company incorporated on August 6, 2018 as a Delaware corporation and formedwith limited commercial activities to date, which are primarily conducted in the United States. For more information about our basis of presentation, refer to Note 2 of the notes to our accompanying financial statements for the purposethree and nine months ended September 30, 2022.effectingsalaries, employee benefits and expenses for design and engineering and certain manufacturing personnel, stock-based compensation, as well as materials and supplies used in research and development activities. In addition, research and development expenses include fees for consulting and engineering services from third party vendors.merger, capital stock exchange,straight-line basis. Upon retirement or disposal, the cost of the asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). We intend to effectuate our Initial Business Combination using cashdisposed of and the related accumulated depreciation are removed from the proceeds of our initial public offering that was completed in March 2019 (the “Public Offering”)accounts and the sale of warrants in a private placement (the “Private Placement”) that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”), our capital stock, debtany gain or a combination of cash, stock and debt.The issuance of additional shares of our stock in an Initial Business Combination:●may significantly dilute the equity interest of our stockholders;●may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;●could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;●may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and●may adversely affect prevailing market prices for our Class A common stock and/or warrants.Similarly, if we issue debt securities or incur other indebtedness to finance our Initial Business Combination, it could result in:●default and foreclosure on our assets if our operating revenues after an Initial Business Combination are insufficient to repay our debt obligations;●acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;●our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;●our inability to obtain necessary additional financing if the debt security or other indebtedness contains covenants restricting our ability to obtain such financing while the debt security or other indebtedness is outstanding;●our inability to pay dividends on our common stock;●using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, or limit our ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes;●limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;●increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;●limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and●other disadvantages compared to our competitors who have less debt.At March 31, 2019, we had approximately $1,826,000 in cash outside of the Trust Account. We expect to incur significant costsloss is reflected in the pursuitloss from operations. No depreciation expense is allocated to research and development, cost of an Initial Business Combinationrevenue and we cannot assure you that our plans to complete an Initial Business Combination will be successful.Forperiod from August 6, 2018 (date of inception) to March 31, 2019Three and Nine Months Ended September 30, 2022 and 2021activities consisted of formation and preparationhistorical operating results for the Public Offeringperiods indicated:Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Revenue $ — $ — $ — NM — — — NM Costs and Operating Expenses Cost of revenue, excluding depreciation — — — NM — — — NM Research and development expenses, excluding depreciation 57,063 59,387 (2,324) (4) % 255,009 158,033 96,976 61 % Selling, general and administrative expenses, excluding depreciation 48,826 45,510 3,316 7 % 159,600 144,072 15,528 11 % Depreciation 3,449 2,109 1,340 64 % 9,020 6,317 2,703 43 % Total costs and operating expenses 109,338 107,006 2,332 2 % 423,629 308,422 115,207 37 % Loss from operations (109,338) (107,006) (2,332) 2 % (423,629) (308,422) (115,207) 37 % Interest (expense) income (2,179) 33 (2,212) NM (2,189) 79 (2,268) NM (Loss) gain on fair value change in contingent earnout shares liability (2,067) 25,764 (27,831) (108) % 22,869 101,166 (78,297) (77) % Loss on fair value change in private placement warrants liability — — — NM — (1,639) 1,639 (100) % Loss on extinguishment of debt (4,095) — (4,095) NM (4,095) — (4,095) NM Other (expense) income, net (26) 334 (360) (108) % (420) 160 (580) (363) % Loss before income taxes (117,705) (80,875) (36,830) 46 % (407,464) (208,656) (198,808) 95 % Provision for income taxes — — — NM — — — NM Net loss and comprehensive loss (117,705) (80,875) (36,830) 46 % (407,464) (208,656) (198,808) 95 % subsequentDevelopment Expenses, excluding Depreciationthe Public Offering, identifying and completing a suitable Initial Business Combination. As such, we had no operations or significant operating expenses until March 2019.Our normal operating costs include costs associated with our search for an Initial Business Combination, costs associated with our governance and public reporting, state franchise taxes of approximately $17,000 per month (see below), a charge of $15,000 per month from our Sponsor for administrative services and approximately $29,000 per month ($11,600 of which is deferred as to payment until closing of our Initial Business Combination) for compensation to our Chief Financial Officer. In addition, since our operating costs are not expected to be deductible for federal income tax purposes, we are subject to federal income taxes on the income from the Trust Account less taxes. Such federal income taxes could approximate $1.5$57.1 million per year based on the level of interest income inherent in our current U.S. treasury bill investments. However, we are permitted to withdraw interest earned from the Trust Account for the payment of taxes. We expect our costs to increase from our costs in the three months ended March 31, 2019September 30, 2022, compared to $59.4 million in the three months ended September 30, 2021. The decrease was primarily due to decreases in research and development costs such as engineering and design, testing, prototype tooling, and gamma parts of $16.2 million and partially offset by an increase in salary and related benefits expense of $8.5 million and increase in stock-based compensation expense of $2.4 million.and travel associated with evaluating various Initial Business Combination candidates subsequentincreased by $0.7 million to $3.8 million during the three months ended September 30, 2022, compared to $3.1 million in the three months ended September 30, 2021. Occupancy fees increased by $3.6 million to $12.9 million in the nine months ended September 30, 2022, compared to $9.3 million in the nine months ended September 30, 2021. These increases were primarily due to increased rent from additional spaced leases that commenced in 2022. Refer to Note 9 for information regarding the Company's lease portfolio.Public Offering. Further, onceaccompanying financial statements. Other factors affecting stock-based compensation expenses were individually immaterial.identifybelieve the following non-GAAP measures are useful in evaluating our operational performance. We use the following non-GAAP measures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.Initial Business Combination candidate,investor’s complete understanding of our costsoperating performance. We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate EBITDA and Adjusted EBITDA in the same fashion.Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Net loss $ (117,705) $ (80,875) $ (407,464) $ (208,656) Interest expense (income) 2,179 (33) 2,189 (79) Provision for income taxes — — — — Depreciation 3,449 2,109 9,020 6,317 EBITDA (112,077) (78,799) (396,255) (202,418) Adjustments: Loss (gain) on fair value change in contingent earnout shares liability 2,067 (25,764) (22,869) (101,166) Loss on fair value change in private placement warrants liability — — — 1,639 Loss on extinguishment of debt 4,095 — 4,095 — Other expense (income), net 26 (334) 420 (160) Stock-based compensation 19,527 19,098 60,980 89,758 Non-cash legal settlement (Note 8) 5,532 — 5,532 — Adjusted EBITDA $ (80,830) $ (85,799) $ (348,097) $ (212,347) expecteda party. Additionally, see discussion related to the operating lease maturity schedule and any new leases entered into in Note 9 of the notes to our accompanying financial statements.negotiatingour ongoing activities, as we:executingdevelopment efforts;merger agreementpublic company.agreementsto the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.For the nine months ended September 30, 2022 2021 Net cash used in operating activities $ (329,863) $ (180,621) Net cash used in investing activities (58,377) (100,110) Net cash provided by (used in) financing activities 181,271 (5,377) additional professional, due diligenceselling, general, and consulting feesadministrative activities. Our operating cash flow is also affected by our working capital needs to support growth in personnel-related expenditures and travel costs that will be requiredfluctuations in connection with an Initial Business Combination.Public Offeringcash outflow from operating activities primarily consist of payments related to our research and Private Placement closed on March 5, 2019development and selling, general and administration expenses. Total expenditure as more fully describedit relates to research and development excluding depreciation was $255.0 million during the nine months ended September 30, 2022, of which $23.4 million related to stock-compensation expenses. We also incurred selling, general and administration expenses of $159.6 million for the nine months ended September 30, 2022, of which $37.5 million related to stock-compensation expenses. The expenses include salaries and benefits paid to employees as primarily all salaries and benefits were paid in “Liquiditycash during the nine months ended September 30, 2022.Capital Resources” below.development and selling, general and administration expenses. Total expenditure as it relates to research and development excluding depreciation was $158.0 million during the nine months ended September 30, 2021, of which $22.6 million related to stock-compensation expenses. We also incurred selling, general and administration expenses of $144.1 million for the nine months ended September 30, 2021, of which $67.1 million related to stock-compensation expenses during the nine months ended September 30, 2021. The proceedsexpenses include salaries and benefits paid to employees as primarily all salaries and benefits were paid in cash during the Trust Account were initially investednine months ended September 30, 2021.a money market fund that invests solely in direct U.S. government obligations meeting the applicable conditions of Rule 2a-7 of the Investment Company Act of 1940. In March 2019, the money market fund was largely liquidated and the trust assets were invested in U.S. government treasury bills which mature in September 2019 and currently yield approximately 2.45% on a yearly basis. Interest on the Trust Accountinvesting activities was approximately $530,000$58.4 million for the threenine months ended March 31, 2019 consistingSeptember 30, 2022, which consisted of interest earned since$88.8 million related to purchase of property and equipment, primarily purchases of production tooling, machinery, and equipment to support future manufacturing activities, offset by a repayment received in February 2022 totaling $30.4 million from VDL Nedcar.closingnine months ended September 30, 2021, which primarily consisted of purchases of production tooling as well as machinery and equipment and prepayment to VDL Nedcar.Public Offering on March 5, 2019.Liquidity and Capital ResourcesOn March 5, 2019, we consummated the Public Offeringnine months ended September 30, 2022, which primarily consisted of an aggregate of 30,015,000 Units at a price of $10.00 per unit generating gross proceeds of approximately $300,150,000 before underwriting discounts and expenses. Simultaneously with$89.1 million under the consummation of the Public Offering, we consummated the Private Placement of 13,581,500 Private Placement Warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, to the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds, before expenses, of approximately $13,581,500.The net proceeds from the Public Offering and Private Placement was approximately $305,056,000, net of the non-deferred portion of the underwriting commissions of $7,830,000 and offering costs and other expenses of approximately $856,000. $303,151,500 of thePPA, proceeds of the Public Offering and the Private Placement have been deposited in the Trust Account and are not available to us for operations (except amounts to pay taxes). At March 31, 2019, we had approximately $1,826,000 of cash available outside of the Trust Account, before unpaid costs of the Public Offering of approximately $48,000, to fund our activities until we consummate an Initial Business Combination.Until the consummation of the Public Offering, the Company’s only sources of liquidity were an initial purchase of shares of our common stock for $28,000 by the Sponsor and the Anchor Investor, and a total of $300,000 loaned by the Sponsor against$50.0 million from the issuance of an unsecured promissory note (the “Note”). The Note was non-interest bearing and was paidCommon Stock under the PIPE closed in full on March 5, 2019May 2022, proceeds of $32.5 million from issuance of Common Stock under SEPA, proceeds of $8.4 million received from VDL Nedcar in connection withFebruary 2022 for the closingpurchase of the Public Offering.The Company believes that it has sufficient working capital at March 31, 2019 to fund its operations for more thanshares of Common Stock, and proceeds of $2.5 million from the next twelve months.The Company has only until September 5, 2020 to complete an Initial Business Combination. Ifissuance of Common Stock under the Company does not complete an Initial Business Combinationemployee stock purchase plan, partially offset by September 5, 2020, the Company will (i) cease all operations exceptpayment of $1.2 million in offering costs.purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share price equalnine months ended September 30, 2021, which was primarily due to a pro rata portion$6.9 million repayment of the Trust Account, including interest, but less taxes payable (and less up to $100,000Company's PPP loan and $5.3 million in payments for offering costs, offset by proceeds of interest to pay dissolution expenses) and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate$6.9 million resulting from the balanceexercise of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have waived their redemption rights with respect to their founder shares; however, if the initial stockholders or any of their affiliates acquire shares of Class A common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete an Initial Business Combination within the required time period.In the event of such liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per unit in the Public Offering.Off-balance sheet financing arrangementsWe have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities orpublic warrants.partnerships, often referred to as variable interest entities, which wouldstatements (unaudited) have been established for the purpose of facilitating off-balance sheet arrangements.We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any agreements for non-financial assets.Contractual obligationsAt March 31, 2019, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. In connectionprepared in accordance with the Public Offering, we entered into an Administrative Support Agreement with Hennessy Capital LLC, an affiliate of our Sponsor, pursuant to which the Company pays Hennessy Capital LLC $15,000 per month for office space, utilities and secretarial and administrative support.In addition, commencing on March 1, 2019 (the date the Company’s securities were first listed on the Nasdaq Capital Market), the Company has agreed to compensate its Chief Financial Officer $29,000 per month prior to the consummation of the Initial Business Combination, of which 60% is payable in cash currently and 40% in cash upon the successful completion of the Initial Business Combination. Approximately $12,000 has been included in accrued liabilities for the deferred compensation of the Chief Financial Officer at March 31, 2019. Further, the Company has entered into an agreement with its President and Chief Operating Officer to pay him a success fee of $500,000 in cash upon the closing of an Initial Business Combination.Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying or accruing these monthly fees.In connection with identifying an Initial Business Combination candidate, the Company expects to enter into engagement letters or agreements with various consultants, advisors, professionals and others in connection with an Initial Business Combination. The services under these engagement letters and agreements are likely to be material in amount and in some instances include contingent or success fees. Contingent or success fees (but not deferred underwriting compensation) would be charged to operations in the quarter that an Initial Business Combination is consummated. In most instances (except with respect to our independent registered public accounting firm), these engagement letters and agreements are expected to specifically provide that such counterparties waive their rights to seek repayment from the funds in the Trust Account.16Critical Accounting Policiesand related disclosures in conformity with GAAP requires managementus to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities atas of the date of the financial statements, and income andas well as the reported expenses incurred during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following as its critical accounting policies:Emerging Growth CompanySection 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, thosereporting periods. Our estimates are based on our historical experience and on various other factors that have not had a Securities Act registration statement declared effective or do not have a class of securities registeredwe believe are reasonable under the Exchange Act) are required to comply withcircumstances, 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 non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.Net Income Per Share:Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement (see Note 4 to the condensed financial statements) to purchase an aggregate of 36,092,750 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per common share is the same as basic loss per common share for the period.The Company’s statement of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the funds in the Trust Account, net of income tax expense and franchise tax expense, by the weighted average number of shares of Class A common stock outstanding since their original issuance. Net income (loss) per common share, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. Net income (loss) available to each class of common stockholders is as follows for the three months ended March 31, 2019: March 31,
2019 Net income available to Class A common stockholders: Interest income $ 530,000 Less: Income and franchise taxes (117,000 ) Net income available to Class A common stockholders $ 413,000 Net income available to Class B common stockholders: Net income $ 318,000 Less: amount attributable to Class A common stockholders (413,000 ) Net (loss) available to Class B common stockholders $ (95,000 ) Financial InstrumentsThe fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed financial statements.Public Offering CostsThe Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A- “Expenses of Offering”. Public Offering costs of approximately $18,865,000 consist of underwriters’ discounts of approximately $18,009,000 (including approximately $10,719,000results of which payment is deferred) and approximately $856,000 of professional, printing, filing, regulatory and other costs associated withform the Public Offering were charged to additional paid in capital upon completion of the Public Offering in March 2019.Income Taxes:The Company follows the asset and liability method of accountingbasis for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the balance sheet carrying amounts 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 of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.The Company’s currently taxable income consists of interest income on the Trust Account net of taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2019, the Company recorded income tax expense of approximately $100,000 primarily related to interest income earned on the Trust Account net of taxes. The Company’s effective tax rate for the three months ended March 31, 2019 was approximately 31% which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. At March 31, 2019 and December 31, 2018, the Company has a deferred tax asset of approximately $20,000 and $-0-, respectively, primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2019 or December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2019 or December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Redeemable Common StockAll of the 30,015,000 public shares sold as part of a Unit in the Public Offering contain a redemption feature which allows for the redemption of public shares under the Company’s Liquidation or Tender Offer/Stockholder Approval provisions. In accordance with Financial Accounting Standards Board (“FASB”) ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001 upon the closing of a Business Combination.The Company recognizes changes in redemption value immediately as they occur and adjustsmaking judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.securitiesaccounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.endtime of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company concluded that the warrants issued to Walmart and vested as of September 30, 2022 qualify for equity accounting treatment. The equity classified warrants are measured at fair value on its grant date using a Black-Scholes-Merton model, with no fair value re-measurement at each reporting period. Increases or decreasesperiod given equity classification. Refer to Note 13 for information regarding the warrants issued to Walmart.the carrying amount of redeemable common stock are affected by adjustments to additional paid-in capital. Accordingly, at March 31, 2019, 28,733,635 of the 30,015,000 public shares were classified outside of permanent equity.18Recent Accounting PronouncementsIn July 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part I. Accounting for Certain Financial Instruments with Down Round Features; Part II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reducedour Annual Report on the basis of the pricing of future equity offerings. Also, entities must adjust their basic Earnings Per Share (“EPS”) calculationForm 10-K for the effectyear ended December 31, 2021. For a discussion of our critical accounting estimates, see the down round provision when triggered (that is, when the exercise pricesection titled “Critical Accounting Policies and Estimates” included in “Management’s Discussion and Analysis of the related equity-linked financial instrument is adjusted downward becauseFinancial Condition and Results of the down round feature). That effect is treated as a dividend and as a reduction of income available to common shareholdersOperations", each included in basic EPS. An entity will also recognize the effect of the trigger within equity. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this guidance during the three months ended March 31, 2019. The adoption of this guidance enabled the Company to record the warrants as equity instruments and is not expected to have a material impactour Annual Report on the Company’s financial position, results of operations, cash flows or disclosures until a trigger event occurs. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update are not expected to have an impact on the Company.Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.ITEMQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKwere incorporatedhave not, to date, been exposed to material market risks given our early stage of operations. Upon commencing commercial operations, we may be exposed to material market risks. Market risk represents the risk of loss that may impact our financial position due to adverse changes in Delaware on August 6, 2018financial market prices and rates. Our current market risk exposure is primarily the result of fluctuations in interest rates.the purpose of effecting an Initial Business Combination. As of March 31, 2019, we had not commenced any operations or generated any revenues. All activity through March 31, 2019 relateschanges in interest rates applicable to our formationcash and our Public Offeringcash equivalents. We had cash and subsequent to the Public Offering identifyingcash equivalents totaling $6.8 million as of September 30, 2022. Our cash and completing a suitable Initial Business Combination. $303,151,500 of the net proceeds of the Public Offering and the Private Placement that closed on March 5, 2019cash equivalents were deposited into a Trust Account that invests solely in U.S. government treasury bills with a maturity of 180 days or less orinvested primarily in money market funds meeting certain conditions under Rule 2a-7 underand are not invested for trading or speculative purposes. However, due to the Investment Company Actshort-term nature and the low-risk profile of 1940 which invest only in direct U. S. government obligations. In March 2019, the money market fund was largely liquidatedfunds, we do not believe a sudden increase or decrease in market interest rates would have a material effect on the fair market value of our portfolio.the trust assets were invested in U.S. government treasury bills which mature in September 2019 and currently yield approximately 2.45% on a yearly basis. At March 31, 2019, there was approximately $303,682,000 in the Trust Account.operating costs upon commencing commercial operations.ITEMCONTROLS AND PROCEDURESDisclosureareas of September 30, 2022. We have established and currently maintain disclosure controls and other procedures, that areas such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, designed to ensureprovide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’sSEC's rules and forms. Disclosure controlsforms, and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officerprincipal executive officer and Chief Financial Officer,principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.As In designing and evaluating disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required by Rules 13a-15to apply its judgment in evaluating the cost-benefit relationship of possible controls and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried outprocedures. of the effectiveness of the design and operation of our disclosure controls and procedures, as of March 31, 2019. Based upon their evaluation, our Chief Executive OfficerCEO and Chief Financial OfficerCFO concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.During the three months ended March 31, 2019, there has beenchangechanges in our internal control over financial reporting (as that hasterm is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2022 that have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.ITEMLEGAL PROCEEDINGSNone.ITEMRISK FACTORSAs of the date of this Quarterly Report on Form 10-Q,Risk Factorsdisclosedincluded in our Prospectus filed with the SECAnnual Report on March 4, 2019. Any of these factorsForm 10-K or enumerated below could result in a significant or material adverse effect on our results of operations, financial condition or financial condition.cash flows. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.ITEMUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSPrivate PlacementOn March 5, 2019, we consummatedUnregistered Sales of Equity Securities and Use of Proceedsprivate placementformer employee of an aggregate 13,581,500 warrants (“Private Placement Warrants”) atthe Company in connection with the settlement of a priceconfidential arbitration. For more information, see Note 8, Commitments and Contingencies, of $1.00 per Private Placement Warrant, generating total proceeds of approximately $13,581,500. The Private Placement Warrants, which were purchased by our sponsor Hennessy Capital Partners IV, LLC and by our Anchor investor, are substantially similarthe notes to the warrantscondensed consolidated financial statements included elsewhere in the units issued in our Public Offering (the “Public Warrants”), except that if held by the original holder or their permitted assigns, they (i) may be exercised for cash orthis Quarterly Report on a cashless basis, (ii) are not subject to being called for redemption and (iii) are subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummationForm 10-Q. The issuance of our initial business combination. If the Private Placement Warrants are held by holders other than its initial holders, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The sale of the Private Placement Warrantsthese shares was made pursuant to an exemptionexempt from registration contained inpursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”).Use of Proceeds fromAct.Initial Public OfferingOn March 5, 2019, we consummated our Public Offering of 30,015,000 units, with each unit consisting of one share of Class A common stock and three-quarters of one warrant. Each whole warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per whole share. The warrants will become exercisable onthree months ended September 30, 2022, the later of (i) 30 days after the completion of the initial business combination and (ii) 12 months from the closing of the Public Offering. The warrants expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the warrants will be redeemable in whole andCompany sold other equity securities not in part at a price of $0.01 per warrant upon a minimum of 30 days’ notice if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period. The Units in the Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of approximately $300,150,000. Nomura Securities International, Inc.and Stifel Nicolaus & Company acted as joint book-runner managers for the Public Offering. The securities sold in the Public Offering were registered under the Securities Act, on a registration statement on Form S-1 (No. 333-229608). The SEC declared the registration statement effective on February 28, 2019.We paid a total of approximately $7,830,000as has been previously disclosed in underwriting discounts and commissions and approximately $856,000 for other costs and expenses related to the Public Offering. In addition, the underwriters for the Public Offering agreed to defer payment of approximately $10,179,000 in underwriting discounts and commissions, which amount will be payable upon consummation of our initial business combination, if consummated. We also repaid the promissory note to our Sponsor from the proceeds of the Public Offering.After deducting the underwriting discounts and commissions (excluding the deferred portion of approximately $10,179,000 in underwriting discounts and commissions, which amount will be payable upon consummation of our Business Combination, if consummated) and the offering expenses, the total net proceeds from our Public Offering and the private placement of the Private Placement Warrants was approximately $305,056,000 of which approximately $303,151,500 (or $10.10 per unit sold in the Public Offering) was placed in the Trust Account. As of March 31, 2019, approximately $1.8 million was held outside the Trust Account and will be used to fund (a) the unpaid offering costs aggregating approximately $48,000 and (b) the Company’s operating expenses. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills with a maturity of 180 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. See also the Current Reports on Forms 8-K filedForm 8-K.Company on March 6, 2019Issuer and March 11, 2019.Affiliated PurchasersIn connectionThe table below provides information with the closingrespect to recent repurchases of the Public Offering a stock dividend of 316,250 shares was made to the holders of 7,187,500unvested shares of Class B common stock (increasing the total numberour Common Stock:Period July 1 - July 31, 2022 51,680 $ 0.01 — — August 1 - August 31, 2022 45,290 $ 0.02 — — September 1 - September 30, 2022 79,668 $ 0.02 — — Class B common stocks outstandingCommon Stock held by employees and service providers are subject to 7,503,750) so thatvesting. Unvested shares are subject to a right of repurchase by us in the initial stockholdersevent the holder of such shares is no longer employed by or providing services for us. All shares in the Company would collectively own 20.0%above table were shares repurchased as a result of the issuedour exercising this right and outstanding shares of common stock of the Company after the Public Offering.not pursuant to a publicly announced plan or program.ITEMDEFAULTS UPON SENIOR SECURITIESITEMMINE SAFETY DISCLOSURESNone.ITEMOTHER INFORMATIONNone.ITEMEXHIBITSExhibits*Furnished herewith**Incorporated by reference to the Current Report on Form 8-K filed by the Company on March 6, 2019.104 ***Incorporated by reference to the Registration Statement on Form S-1 filed by the Company on February 11, 2019.Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)21In accordance withregistrantRegistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.HENNESSY CAPITAL ACQUISITION CORP. IVCANOO INC. Dated: May 15, 2019 /s/ Daniel J. Hennessy/s/ Tony Aquila Name: Daniel J. HennessyTony Aquila Title: ChairmanChief Executive Officer and Executive Chair of the Board of Directors andChief Executive Officer(Principal Executive Officer) Dated: May 15, 2019 By: /s/ Nicholas A. PetruskaRamesh Murthy Nicholas A. PetruskaRamesh Murthy Title: Executive Vice President,Interim Chief Secretary(Principal Financial Officer and Principal Accounting Officer) 22