QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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September 30,
2022
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December 31,
2021
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(unaudited) | ||||||||
Assets
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||||||||
Current assets:
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||||||||
Cash
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$
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$
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||||
Prepaid expenses
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Total current assets
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Prepaid expenses-non current
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Investments held in trust account
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Total assets
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$
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$
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Liabilities, Redeemable Common Stock and Stockholders’ Deficit
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Current liabilities:
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||||||||
Accounts payable and accrued expenses
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$
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$
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Income tax payable
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||||||||
Working capital loan – related party |
||||||||
Due to related party
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Total current liabilities
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Deferred underwriting fee
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Derivative warrant liability
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Total liabilities
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Commitments and Contingencies (See Note 6)
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||||||||
Class A common stock subject to possible redemption,
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Stockholders’ Deficit
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Preferred stock, $
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Class A common stock, $
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Class B common stock, $
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Additional paid-in capital
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Accumulated deficit
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(
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)
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(
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)
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Total stockholders’ deficit
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(
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)
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(
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)
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Total liabilities and stockholders’ deficit
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$
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$
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For the Three Months Ended
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For the Nine Months Ended
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|||||||||||||||
September
30, 2022
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September
30, 2021
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September
30, 2022
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September
30, 2021
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|||||||||||||
Formation and Operating Costs
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$
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$
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$
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$
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||||||||
Loss from Operations
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(
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)
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(
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)
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(
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)
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(
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)
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||||||||
Other income (expense):
|
||||||||||||||||
Interest earned on investments held in Trust Account
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||||||||||||
Offering costs allocated to warrants
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|
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(
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)
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|||||||||||
Change in fair value of derivative warrant liability
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(
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)
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|||||||||||
Total other income (expense), net
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(
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)
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|||||||||||
Income before income tax provision
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(
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)
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Income tax provision
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(
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)
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(
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)
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||||||||||
Net income (loss)
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$
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$
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(
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)
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$
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$
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|||||||
Weighted average shares outstanding of Class A common stock
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|
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||||||||||||||
Basic and diluted net income (loss) per share, Class A common stock
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$ | $ | ( |
) | $ | $ | ||||||||||
Weighted average shares outstanding of Class B common stock
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||||||||||||
Basic and diluted net income per share, Class B common stock
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$ | $ | ( |
) |
$
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$
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Class A
Common stock
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Class B
Common stock
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|||||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Additional
Paid-in
Capital
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Accumulated
Deficit
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Total
Stockholders’
Deficit
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||||||||||||||||||||||
Balance as of January 1, 2022
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$
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$
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$
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$
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(
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)
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$
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(
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)
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||||||||||||||
Net income
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-
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-
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Balance as March 31, 2022 (unaudited)
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(
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)
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(
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)
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Net income
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-
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-
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Balance as of June 30, 2022 (unaudited)
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(
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)
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(
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)
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||||||||||||||
Accretion of Class A common stock to redemption value
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- | - |
(
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)
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(
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)
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Net Income
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-
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-
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Balance as of September 30, 2022 (unaudited)
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$
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|
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$
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$
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$
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(
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)
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$
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(
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)
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Class A
Common stock
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Class B
Common stock
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Shares
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Amount
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Shares
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Amount
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Additional
Paid-in
Capital
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Accumulated
Deficit
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Total
Stockholders’
Equity (Deficit)
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||||||||||||||||||||||
Balance as of January 1, 2021
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$
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$
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$
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$
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(
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)
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$
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|||||||||||||||
Accretion of Class A common stock to redemption value
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-
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-
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(
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)
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(
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)
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(
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)
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Net loss
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-
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-
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(
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)
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(
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)
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Balance as March 31, 2021 (unaudited)
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(
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)
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(
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)
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||||||||||||||
Net income
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-
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-
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Balance as of June 30, 2021 (unaudited)
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(
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)
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(
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)
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||||||||||||||
Net loss
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-
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-
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(
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)
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(
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)
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Balance as of September 30, 2021 (unaudited)
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$
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$
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$
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$
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(
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)
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$
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(
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)
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For the Nine Months Ended
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|||||||
September 30, 2022
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September 30, 2021
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|||||||
Cash flows from operating activities | ||||||||
Net income
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$
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$ | |||||
Adjustments to reconcile net income to net cash used in operating activities
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||||||||
Interest earned on investments held in Trust Account
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(
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)
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( |
) | ||||
Offering costs allocated to warrants
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|
|||||||
Change in fair value of derivative warrant liability
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(
|
)
|
( |
) | ||||
Changes in operating assets and liabilities
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||||||||
Prepaid assets
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|
( |
) | |||||
Due to related party
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|
|||||||
Accounts payable and accrued expenses
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(
|
)
|
||||||
Income tax payable
|
||||||||
Net cash used in operating activities
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(
|
)
|
( |
) | ||||
Cash flows from investing activities
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||||||||
Investment of cash in trust account
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|
( |
) | |||||
Cash withdrawn from Trust Account to pay franchise taxes
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||||||||
Net cash provided by (used in) investing activities
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( |
) | ||||||
Cash flows from financing activities
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Proceeds from sale of Units, net of underwriting discount
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|||||||
Proceeds from issuance of Private Placement Warrants
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Repayment of promissory note - related party
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( |
) | |||||
Proceeds from working capital loan – related party
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||||||||
Payment of offering costs
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( |
) | |||||
Net cash provided by financing activities
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|||||||
Net change in cash
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(
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)
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Cash, beginning of period
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|||||||
Cash, end of the period
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$
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$ | |||||
Supplemental disclosure of cash flow information:
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||||||||
Deferred underwriters’ discount payable charged to additional paid-in capital
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$ |
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$ |
Gross Proceeds
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$
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Less:
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||||
Proceeds allocated to public warrants
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(
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)
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Class A common stock issuance costs
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(
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)
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Plus:
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Accretion of carrying value to redemption value
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Class A common stock subject to possible redemption as of December 31,
2021
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Accretion of carrying value to redemption value | ||||
Class A common stock subject to possible redemption as of September 30, 2022 |
$ |
Three Months
Ended September 30,
2022 |
Three Months
Ended September 30,
2021
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Net Income
(loss) per share for Class A common stock:
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||||||||
Allocation
of income (loss) to Class A common stock
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$
|
|
$ | ( |
) | |||
Weighted average shares outstanding of Class A common stock
|
||||||||
Basic and
diluted net income (loss) per share, Class A common stock
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$
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|
$ | ( |
) | |||
Net Income
(loss) per share for Class B common stock:
|
||||||||
Allocation of income (loss) to Class B common stock
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$ | $ | ( |
) | ||||
Weighted average shares outstanding of Class B common stock
|
||||||||
Basic and
diluted net income (loss) per share, Class B common stock
|
$
|
|
$ | ( |
) |
Nine Months
Ended September 30,
2022 |
Nine Months
Ended September 30,
2021
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Net Income
per share for Class A common stock:
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||||||||
Allocation
of income to Class A common stock
|
$
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$ | |||||
Weighted average shares outstanding of Class A common stock
|
||||||||
Basic and
diluted net income per share, Class A common stock
|
$
|
|
$ | |||||
Net Income
per share for Class B common stock:
|
||||||||
Allocation of income to Class B common stock
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$ | $ | ||||||
Weighted average shares outstanding of Class B common stock
|
||||||||
Basic and
diluted net income per share, Class B common stock
|
$
|
|
$ |
Level 1 —
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Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation
adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of
judgment.
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Level 2 —
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Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical
or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
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Level 3 —
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Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
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● |
in whole and not in part;
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● |
at a price of $
|
● |
upon not less than
|
● |
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $
|
● |
in whole and not in part;
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● |
at a price of $
|
● |
upon a minimum of
|
● |
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $
|
● |
if the last reported sale price of the Class A common stock for any
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September 30,
2022
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Quoted
Prices In
Active
Markets
(Level 1)
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Significant
Other
Observable
Inputs
(Level 2)
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Significant
Other
Unobservable
Inputs
(Level 3)
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Liabilities:
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Public Warrants Liability
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$
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|
$
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$
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$
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Private Placement Warrants Liability
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||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
December 31,
2021
|
Quoted
Prices In
Active
Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Public Warrants Liability
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Private Placement Warrants Liability
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
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December 31,
2021 |
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Inputs
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|||
Risk-free interest rate |
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%
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Expected remaining term (years) |
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Expected volatility |
% | |||
Stock price |
$ |
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Derivative
Warrant Liability
|
|||
Fair value at December 31, 2021 |
$ | |||
Transfer of Private Warrant liability to Level 2 |
( |
) | ||
Fair Value at September 30, 2022 |
$ |
|
Carrying
Value as of
September 30,
2022 |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Fair Value
as of September 30, 2022 |
||||||||||||
U.S. Treasury Securities
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|
Carrying
Value as of
December 31,
2021 |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Fair Value
as of December 31, 2021 |
||||||||||||
U.S. Treasury Securities
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 4. |
CONTROLS AND PROCEDURES
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ITEM 1. |
LEGAL PROCEEDINGS.
|
ITEM 1. A. |
RISK FACTORS.
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ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
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ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES.
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ITEM 4. |
MINE SAFETY DISCLOSURES.
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ITEM 5. |
OTHER INFORMATION.
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ITEM 6. |
EXHIBITS.
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Exhibit
|
Description
|
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Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
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Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
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Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
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Certification of Principal Executive Officers and Principal Financial Officer Pursuant to U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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||
101.INS*
|
XBRL Instance Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith.
|
|
SPORTSTEK ACQUISITION CORP
|
||
Date: November 10, 2022
|
|||
|
By:
|
/s/ Jeffrey Luhnow
|
|
Name: Jeffrey Luhnow
|
|||
Title: Chair and Co-Chief Executive Officer
|
By:
|
/s/ C. Tavo Hellmund |
||
Name: C. Tavo Hellmund
|
|||
Title: Co-Chief Executive Officer
|
By:
|
/s/ Timothy W. Clark
|
||
Name: Timothy W. Clark
|
|||
Title: Chief Financial Officer and Chief Operating Officer
|