QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable public warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
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Emerging growth company |
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March 31, 2022 |
December 31, 2021 |
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(unaudited) |
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ASSETS |
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Current Assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
— | |||||||
Other current assets |
— | |||||||
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Total Current Assets |
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Other assets |
— | |||||||
Deferred offering costs |
— | |||||||
Investments held in the Trust Account |
— | |||||||
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Total Assets |
$ | $ | ||||||
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LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDER’S (DEFICIT) EQUITY |
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Current Liabilities: |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Accrued offering costs |
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Note payable - Sponsor |
— | |||||||
Total Current Liabilities |
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Deferred underwriting commission |
— | |||||||
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Total Liabilities |
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COMMITMENTS AND CONTINGENCIES (Note 6) |
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Class A common stock subject to possible redemption; March 31, 2022 and December 31, 2021, respectively (at $ |
— | |||||||
Stockholder’s (Deficit) Equity: |
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Preferred shares, $ |
— | |||||||
Class A common stock, $ outstanding at March 31, 2022 and December 31, 2021 (excluding possible redemption) |
— | |||||||
Class B common stock, $ outstanding at March 31, 2022 and December 31, 2021 |
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Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
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Total Stockholder’s (Deficit) Equity |
( |
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Total Liabilities, Common Stock subject to Possible Redemption and Stockholder’s (Deficit) Equity |
$ | $ | ||||||
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For the Three Months Ended March 31, 2022 |
For the Period From March 30, 2021 (inception) Through March 31, 2021 |
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EXPENSES |
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Administrative fee - related party |
$ | $ | — | |||||
General and administrative |
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TOTAL EXPENSES |
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OTHER INCOME |
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Income earned on investments held in Trust Account |
— | |||||||
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TOTAL OTHER INCOME |
— | |||||||
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LOSS BEFORE INCOME TAX PROVISION |
( |
) | ( |
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Income tax provision |
— | |||||||
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Net loss |
$ | ( |
) | $ | ( |
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Basic and diluted weighted average shares outstanding, Class A Common Stock |
— | |||||||
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Basic and diluted net loss per share of Class A Common Stock |
$ | ( |
) | $ | — | |||
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Weighted average number of shares of Class B Common Stock outstanding, basic and diluted |
— | |||||||
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Basic and diluted net loss per share of Class B Common Stock |
$ | ( |
) | $ | — | |||
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Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholder’s Equity (Deficit) |
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Shares |
Amount |
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Balance, January 1, 2022 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
Proceeds Allocated to Public Warrants |
— | — | — | |||||||||||||||||
Proceeds from Private Warrants, net of offering costs |
— | — | — | |||||||||||||||||
Value of transaction costs allocated to the fair value of equity instruments |
— | — | ( |
) | — | ( |
) | |||||||||||||
Remeasurement adjustment of Class A common stock to redemption value |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Accretion of Class A common stock to redemption amount |
( |
) | ( |
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Net loss |
— | — | — | ( |
) | ( |
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Balance, March 31, 2022 |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholder’s Equity (Deficit) |
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Shares |
Amount |
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Balance, March 30, 2021 |
$ | $ | ( |
) | ( |
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Net loss |
— | — | — | ( |
) | ( |
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Balance, March 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
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For the Three Months Ended March 31, 2022 |
For the Period From March 30, 2021 (inception) Through March 31, 2021 |
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Cash Flows From Operating Activities: |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Investment income earned on treasury securities held in Trust Account |
( |
) | — | |||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | — | |||||
Other current assets |
( |
) | — | |||||
Other assets |
( |
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Accounts payable and accrued expenses |
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Net Cash Used In Operating Activities |
( |
) | — | |||||
Cash Flows From Investing Activities: |
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Cash deposited into Trust Account |
( |
) | — | |||||
Net Cash Used In Investing Activities |
( |
) | — | |||||
Cash Flows From Financing Activities: |
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Sale of Units in the Initial Public Offering, net of underwriting discount |
— | |||||||
Sale of Private Placement Warrants to the Sponsor |
— | |||||||
Repayment of the Sponsor promissory note |
( |
) | — | |||||
Payment of offering costs |
( |
) | — | |||||
Net Cash Provided By Financing Activities |
— | |||||||
Net change in cash |
— | |||||||
Cash at beginning of period |
— | |||||||
Cash at end of period |
$ | $ | — | |||||
Supplemental disclosure of non-cash financing activities: |
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Deferred underwriters’ compensation charged to temporary equity in connection with the Public Offering |
$ | $ | ||||||
Class A Common Stock measurement adjustment |
$ | $ | ||||||
Accretion of Class A common stock to redemption amount |
$ | $ | — | |||||
Offering costs included in accrued offering costs |
$ | $ |
Gross proceeds |
$ | |||
Less: |
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Proceeds allocated to Public Warrants |
( |
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Class A common stock issuance costs |
( |
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( |
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Plus: |
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Remeasurement adjustment to redemption value |
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Current period adjustment to redemption value |
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Class A common stock subject to possible redemptio n |
$ | |||
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Three months ended March 31, 2022 |
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Class A Common Stock |
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Numerator: Loss allocable to Class A Common Stock |
$ | ( |
) | |
Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net loss per share, Class A Common Stock |
$ | ( |
) | |
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Class B Common Stock |
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Numerator: Loss allocable to Class B Common Stock |
$ | ( |
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Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net loss per share, Class B Common Stock |
$ | ( |
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• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of the 30-day redemption period to each Public Warrant holder; and |
• | if, and only if, the last reported sale price of the Class A common stock has been at least $ a period ending on the third trading day prior to the date on which the Company sends the notice of redemption to Public Warrant holders. |
(1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on January 12, 2022 and incorporated by reference herein. |
* | Filed herewith. |
** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. |
C5 ACQUISITION CORPORATION | ||
By: | /s/ Robert Meyerson | |
Robert Meyerson | ||
Chief Executive Officer and Director (Principal Executive Officer) | ||
By: | /s/ David Glickman | |
David Glickman | ||
Chief Business Development Officer and Chief Financial Officer (Principal Financial and Accounting Officer) |