MERGER | MERGER On June 1, 2021, the Company consummated the Merger pursuant to the terms of the Merger Agreement, by and among the Company, NSAC Merger Sub, and Legacy BARK. Immediately upon the consummation of the Merger and the other transactions contemplated by the Merger Agreement (collectively, the “Transactions”), Merger Sub merged with and into Legacy BARK, with Legacy BARK surviving the Business Combination as a wholly-owned subsidiary of the Company. In connection with the Transactions, the Company changed its name to “The Original BARK Company,” and in November 2021 changed its name to BARK, Inc. The Merger is accounted for as a reverse recapitalization in accordance with U.S. GAAP primarily due to the fact that Legacy BARK stockholders continue to control the Company post the closing of the Merger. Under this method of accounting, Northern Star is treated as the “acquired” company for accounting purposes and the Merger is treated as the equivalent of Legacy BARK issuing stock for the net assets of Northern Star, accompanied by a recapitalization. The net assets of Northern Star are stated at historical cost, with no goodwill or other intangible assets recorded. Reported shares and earnings per share available to holders of the Company’s common stock and equity awards prior to the Business Combination have been retroactively restated reflecting the exchange ratio established pursuant to the Business Combination Agreement (1:8.7425). Treasury stock has also been retrospectively restated to reflect the cancellation and extinguishment of the shares pursuant to the Business Combination Agreement. Pursuant to the Merger, on the Closing Date, each stockholder of Legacy BARK’s common and preferred stock, (including stockholders issued common stock as a result of the conversion of Legacy BARK’s outstanding convertible promissory notes issued in 2019 and 2020 (other than the 2025 Convertible Notes - see Note 5, “Debt”)) received 8.7425 shares of the Company’s common stock, par value $0.0001 per share, per share of Legacy BARK’s common stock and preferred stock, respectively, owned by such Legacy BARK stockholder that was outstanding immediately prior to the Closing Date. In addition, pursuant to the terms of the Merger Agreement, at the Effective Time of the Merger, (1) options to purchase shares of Legacy BARK’s common stock were converted into options to purchase an aggregate of 29,257,576 shares of the Company's common stock and (2) warrants to purchase shares of Legacy BARK’s common and redeemable convertible preferred stock were converted into warrants to purchase an aggregate of 1,897,212 shares of the Company's common stock. Additionally, at the Closing: • the conversion obligations with respect to Legacy BARK’s 5.50% convertible senior secured notes due 2025 (the “2025 Convertible Notes”) were assumed by the Company and the 2025 Convertible Notes became convertible at the election of the holders into shares of the Company's common stock. As of the Closing, the 2025 Convertible Notes were convertible at the election of the holder into an aggregate of 7,713,121 shares of the Company's common stock based on the then outstanding principal and accrued interest. The 2025 Convertible Notes are still outstanding as of December 31, 2021; • certain investors (the “PIPE Investors”) purchased an aggregate of 20,000,000 shares of the Company's common stock in a private placement at a price of $10.00 per share for an aggregate purchase price of $200.0 million (the “PIPE” issuance); • each of the 6,358,750 outstanding shares of Northern Star’s Class B common stock were converted into a share of the Company's common stock on a one-for-one basis. Each outstanding warrant of Northern Star entitles the holder to purchase shares of the Company's common stock at a price of $11.50 per share beginning on November 13, 2021; and • the Company amended and restated its amended and restated certificate of incorporation, increasing the number of shares of common stock authorized to issue to 500,000,000 shares. Correction of Previously Issued Condensed Consolidated Financial Statements Subsequent to the issuance of the Company's June 30, 2021 condensed consolidated financial statements, management of the Company identified a presentation error of prior year equity and earnings per share (“EPS”) after the completion of the merger between Legacy BARK and NSAC. For periods before the reverse recapitalization, r eported shares and EPS available common shareholders prior to the Business Combination should have been retroactively restated reflecting the exchange ratio established pursuant to the Business Combination Agreement (1:8.7425). The Company’s treasury stock also should have been retrospectively restated to reflect the cancellation and extinguishment of the shares pursuant to the Business Combination Agreement. While management believes the effect of this error is immaterial to the Company’s previously issued condensed consolidated financial statements as of and for the three months ended June 30, 2021 and 2020, the financial statement line items impacted by this error have been revised below to correct the previously reported amounts. Furthermore, the immaterial error will be corrected prospectively in the Company’s subsequent quarterly and annual filings. The effect of the correction of this error on the Company’s previously issued Condensed Consolidated Balance Sheet as of March 31, 2021, Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended June 30, 2021 and 2020, and EPS and weighted average shares outstanding, basic and diluted, for the three months ended June 30, 2020, are as follows: Condensed Consolidated Balance sheet as of March 31, 2021: As of March 31, 2021 As Previously Reported Correction As Revised STOCKHOLDERS’ DEFICIT: (in thousands) Common stock, par value $0.0001 per share $ — $ — $ — Treasury stock, at cost (4,764) 4,764 — Additional paid-in capital 25,748 (4,764) 20,984 Accumulated deficit (179,954) — (179,954) Total stockholders’ equity (deficit) $ (158,970) $ — $ (158,970) The table above displays only the stockholders’ deficit section of the March 31, 2021 condensed consolidated balance sheet, as the remainder of this statement was not impacted by the error. Additionally, common stock authorized and common stock issued and outstanding as of March 31, 2021 were revised from 17,000,000 and 5,498,588 to 148,622,942 and 48,071,777, respectively, to reflect the retroactive application of Exchange Ratio. Condensed Consolidated Statement of Stockholders’ Equity (Deficit) - three months ended June 30, 2021 Convertible Redeemable Preferred Stock Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity Shares Amount Shares Amount Shares Amount Balance-April 1, 2021 - as reported 7,752,515 $ 59,987 5,498,588 $ — 259,953 $ (4,764) $ 25,748 $ (179,954) $ (158,970) Correction - retroactive application of recapitalization — — 42,573,189 — (259,953) 4,764 (4,764) — — BALANCE-April 1, 2021, as revised 7,752,515 59,987 48,071,777 — — — 20,984 (179,954) (158,970) Net loss — — — — — — — (24,804) (24,804) Issuance for stock options exercised — — 424,384 — — — 197 — 197 Issuance for warrants exercised — — 231,153 — — — 104 — 104 Stock-based compensation — — — — — — 3,098 — 3,098 Conversion of Preferred Shares (7,752,515) (59,987) 7,752,515 — — — 59,987 — 59,987 Conversion of Convertible Notes — — 1,135,713 — — — 11,976 — 11,976 PIPE Issuance — — 20,000,000 — — — 200,000 — 200,000 Net equity infusion from the Merger — — 89,088,942 (1) 1 — — 150,256 (2) — 150,257 Cumulative translation adjustment — — — — — — — 2 2 Balance-June 30, 2021 — $ — 166,704,484 $ 1 — $ — $ 446,602 $ (204,756) $ 241,847 (1) Common stock issued for the net equity infusion from the Merger was reported as 131,662,131 within the condensed consolidated statement of stockholders’ equity for the three months ended June 30, 2021 and has been revised to 89,088,942 to appropriately reflect the correction of the recapitalization of common stock outstanding as of April 1, 2021 of 42,573,189. (2) Additional paid-in capital was reported as $145.5 million within the condensed consolidated statement of stockholders’ equity for the three months ended June 30, 2021 and has been revised to $150.3 million to appropriately reflect the cancellation and extinguishment of the Company’s outstanding treasury stock of $4.8 million , pursuant to the Business Combination Agreement. Condensed Consolidated Statement of Stockholders’ Equity (Deficit) - three months ended June 30, 2020 Convertible Preferred Stock Common Stock Treasury Stock Additional Accumulated Deficit Total Stockholders’ Deficit Shares Amount Shares Amount Shares Amount Balance-April 1, 2020 - as reported 7,752,515 $ 59,987 5,196,711 $ — 259,953 $ (4,755) $ 17,931 $ (148,563) $ (135,387) Correction - retroactive application of recapitalization — — 40,235,073 — (259,953) 4,755 (4,755) — — BALANCE-April 1, 2020, as revised 7,752,515 59,987 45,431,784 — — — 13,176 (148,563) (135,387) Net Income — — — — — — — 2,016 2,016 Issuance for stock options exercised — — 274,278 — — — 222 — 222 Stock-based compensation — — — — — — 388 — 388 Balance-June 30, 2020 7,752,515 $ 59,987 45,706,062 $ — — $ — $ 13,786 $ (146,547) $ (132,761) (1) Common stock issued for stock options exercised was reported as 31,363 within the condensed consolidated statement of stockholders’ deficit for the three months ended June 30, 2020, and has been revised to 274,278 to appropriately apply the impact of the Exchange Ratio. Three months ended As Previously Reported Correction As Revised Numerator: Net income (loss) $ 2,016 $ — $ 2,016 Less: Earnings attributable to participating securities $ (1,583) $ — $ (1,583) Net loss attributable to common stockholders—basic and diluted $ 433 $ — $ 433 Denominator: Weighted-average number of common shares outstanding—basic and diluted 5,206,474 40,311,437 45,517,911 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive preferred stock 3,333,119 25,806,874 29,139,993 Effect of potentially dilutive stock options to purchase common stock 971,920 7,525,149 8,497,069 Effect of potentially dilutive warrants to purchase common stock 74,342 575,597 649,939 Effect of potentially dilutive warrants to purchase preferred stock 523 4,049 4,572 Weighted average common shares outstanding—diluted 9,586,378 74,223,106 83,809,484 Net income (loss) per share attributable to common stockholders Net income (loss) per share attributable to common stockholders - basic $ 0.08 $ (0.07) $ 0.01 Net income (loss) per share attributable to common stockholders - diluted $ 0.05 $ (0.04) $ 0.01 |