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Table of Contents
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q/A
(Amendment No. 1)
 
 
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
or
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                    
to
                    
Commission
File No. 001-39501
 
 
Prime Impact Acquisition I
(Exact name of registrant as specified in its charter)
 
 
 
Cayman Islands
  
98-1554335
(State or other jurisdiction of
incorporation)
  
(IRS Employer
Identification No.)
123 E San Carlos Street, Suite 12
San Jose, California
  
95112
(Address of principal executive offices)
  
(Zip Code)
(650)
825-6965
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share and
one-third
of a Warrant to acquire one Class A ordinary share
  
PIAI.U
  
The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share
  
PIAI
  
The New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
  
PIAI.W
  
The New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of
the Exchange Act.
 
Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒    Smaller reporting company   ☒
     Emerging growth company   ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☒    No  ☐
As of May 11, 2022, there were 3,336,682 units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, and one third of a warrant to acquire one Class A ordinary share, 29,071,732 Class A ordinary shares, 8,102,103 Class B ordinary shares, par value $0.0001 per share, and 15,411,670 warrants, were issued and outstanding, respectively.
 
 
 
Table of Contents
EXPLANATORY NOTE
Prime Impact Acquisition I (the “Company”) is filing this Amendment No. 1 on Form
10-Q/A
(the “Amendment”) to its Quarterly Report on Form
10-Q
for the quarter ended March 31, 2022, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 16, 2022 (the “Quarterly Report”), solely for the purpose of filing revised certifications by the Company’s principal executive officer and principal financial officer, as Exhibits 31.1 and 31.2 herewith, to correct an inadvertent omission of certain language regarding internal control over financial reporting required to be included in such certifications by Item 601(b)(31)(i) of Regulation
S-K.
In accordance with interpretation 246.13 in the Regulation
S-K
section of the SEC’s “Compliance & Disclosure Interpretations,” this Amendment contains only the cover page, explanatory note, signature page and the revised certifications (containing only paragraphs 1, 2, 4 and 5 of the text otherwise prescribed by Item 601(b)(31)(i) of Regulation
S-K).
Because no financial statements are included with this Amendment, paragraph 3 of each of the certifications has been omitted.
Except as described above, no attempt has been made in this Amendment to modify or update the other disclosures or exhibits presented in the Quarterly Report. Except as presented in this Amendment and except for Exhibits 31.1 and 31.2 filed herewith, this Amendment does not reflect events occurring after the filing of the Quarterly Report or modify or update those disclosures. Accordingly, this Amendment should be read in conjunction with the Quarterly Report and the Company’s other filings with the SEC.

PART IV

Item 15. Exhibits, Financial Statement Schedules

 

  (a)

The following documents are filed as part of this Quarterly Report:

 

  (1)

No financial statements or schedules are filed with this Amendment.

 

  (2)

Exhibits.

We hereby file as part of this Quarterly Report the exhibits listed in the attached Exhibit Index.

 

Exhibit No.   

Description

  31.1    Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
  31.2    Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
101.INS    Inline XBRL Instance Document
101.SCH    Inline XBRL Taxonomy Extension Schema
101.CAL    Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF    Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB    Inline XBRL Taxonomy Extension Label Linkbase
101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q/A to be signed on its behalf by the undersigned, thereunto duly authorized.

October 21, 2022

PRIME IMPACT ACQUISITION I

By:   /s/ Michael Cordano
Name:   Michael Cordano
Title:   Co-Chief Executive Officer
  (Principal Executive Officer)
By:   /s/ Mark Long
Name:   Mark Long
Title:   Co-Chief Executive Officer and Chief Financial Officer
  (Principal Financial and Accounting Officer)