☒ | 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 |
fromto
Delaware | 86-1418494 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
100 Crosby Street, Suite 201 New York, New York | 10012 | |
(Address Of Principal Executive Offices) | (Zip Code) |
☐(646) Capital☐☒ No ☒ (§Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ May 14, 2021,
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Item 1. | Financial Statements (Unaudited) |
MARCH 31,
Assets: | ||||
Current assets: | ||||
Cash | $ | 2,157,623 | ||
Prepaid expenses | 883,372 | |||
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Total current assets | 3,040,995 | |||
Investments held in Trust Account | 222,665,088 | |||
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Total Assets | $ | 225,706,083 | ||
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Liabilities and Stockholders’ Equity: | ||||
Current liabilities: | ||||
Accounts payable | $ | 1,261,862 | ||
Accrued expenses | 74,321 | |||
Franchise tax payable | 32,672 | |||
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Total current liabilities | 1,368,855 | |||
Deferred underwriting commissions | 7,793,165 | |||
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Total liabilities | 9,162,020 | |||
Commitments and Contingencies | ||||
Class A common stock, $0.0001 par value; 21,154,406 shares subject to possible redemption at $10.00 per share | 211,544,060 | |||
Stockholders’ Equity: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | |||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 1,797,103 shares issued and outstanding (excluding 21,154,406 shares subject to possible redemption) | 180 | |||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,566,546 shares issued and outstanding | 557 | |||
Additional paid-in capital | 5,117,861 | |||
Accumulated deficit | (118,595 | ) | ||
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Total stockholders’ equity | 5,000,003 | |||
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Total Liabilities and Stockholders’ Equity | $ | 225,706,083 | ||
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Assets: | ||||
Current assets: | ||||
Cash | $ | 648,377 | ||
Prepaid expenses | 663,020 | |||
Total current assets | 1,311,397 | |||
Investments held in Trust Account | 222,675,973 | |||
Total Assets | $ | 223,987,370 | ||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: | ||||
Current liabilities: | ||||
Accounts payable | $ | 8,387 | ||
Accrued expenses | 140,115 | |||
Franchise tax payable | 143,562 | |||
Total current liabilities | 292,064 | |||
Deferred underwriting commissions | 7,793,165 | |||
Total liabilities | 8,085,229 | |||
Commitments and Contingencies | 0 | |||
Class A common stock subject to possible redemption, $0.0001 par value; 22,266,185 shares issued and outstanding at a redemption value of $10.00 per share | 222,661,850 | |||
Stockholders’ Deficit: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding | 0— | |||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 685,324 non-redeemable shares issued and outstanding (excluding 22,266,185 shares subject to possible redemption) | 69 | |||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,566,546 shares issued and outstanding | 557 | |||
Additional paid-in capital | 0 | |||
Accumulated deficit | (6,760,335 | ) | ||
Total stockholders’ deficit | (6,759,709 | ) | ||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | $ | 223,987,370 | ||
For the Period from January 12, 2021 (inception) through March 31, 2021
General and administrative expenses | $ | 80,774 | ||
Administrative expenses—related party | 8,387 | |||
Franchise tax expenses | 32,672 | |||
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Loss from operations | (121,833 | ) | ||
Gain on investments held in Trust Account | 3,238 | |||
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Net loss | $ | (118,595 | ) | |
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Basic and diluted weighted average shares outstanding of Class A redeemable common stock | 22,266,185 | |||
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Basic and diluted net income per share, Class A redeemable common stock | $ | — | ||
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Basic and diluted weighted average shares outstanding of Class A and Class B non-redeemable common stock | 5,405,535 | |||
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Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ | (0.02 | ) | |
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For The Three Months Ended September 30, 2021 | For The Period From January 12, 2021 (inception) through September 30, 2021 | |||||||
General and administrative expenses | $ | 297,434 | $ | 562,691 | ||||
Administrative expenses — related party | 30,000 | 68,387 | ||||||
Franchise tax expenses | 50,411 | 143,562 | ||||||
Loss from operations | (377,845 | ) | (774,640 | ) | ||||
Gain on investments held in Trust Account | 2,865 | 14,123 | ||||||
Net loss | $ | (374,980 | ) | $ | (760,517 | ) | ||
Weighted average shares outstanding of Class A common stock, basic and diluted | 22,951,509 | 18,614,216 | ||||||
Basic and diluted net loss per share, Class A common stock | $ | (0.01 | ) | $ | (0.03 | ) | ||
Weighted average shares outstanding of Class B common stock, basic and diluted | 5,566,546 | 5,459,482 | ||||||
Basic and diluted net loss per share, Class B common stock | $ | (0.01 | ) | $ | (0.03 | ) | ||
Common Stock | Total | |||||||||||||||||||||||||||
Class A | Class B | Additional Paid-In | Accumulated | Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance - January 12, 2021 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B common stock to Sponsor | — | — | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||||||||
Sale of shares in initial public offering, gross | 22,266,185 | 2,227 | — | — | 222,659,623 | — | 222,661,850 | |||||||||||||||||||||
Offering costs | — | — | — | — | (12,877,432 | ) | — | (12,877,432 | ) | |||||||||||||||||||
Sale of private placement shares to Sponsor in private placement | 685,324 | 69 | — | — | 6,853,171 | — | 6,853,240 | |||||||||||||||||||||
Forfeiture of Class B common stock | — | — | (183,454 | ) | (18 | ) | 18 | — | — | |||||||||||||||||||
Common stock subject to possible redemption | (21,154,406 | ) | (2,116 | ) | — | — | (211,541,944 | ) | — | (211,544,060 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (118,595 | ) | (118,595 | ) | |||||||||||||||||||
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Balance - March 31, 2021 (unaudited) | 1,797,103 | $ | 180 | 5,566,546 | $ | 557 | $ | 5,117,861 | $ | (118,595 | ) | $ | 5,000,003 | |||||||||||||||
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Common Stock | Total Stockholders’ Deficit | |||||||||||||||||||||||||||
Class A | Class B | Additional Paid-In Capital | Accumulated Deficit | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance — January 12, 2021 (inception) | 0— | $ | — | — | $ | $ | — | $ | — | $ | 0— | |||||||||||||||||
Issuance of Class B common stock to Sponsor | 0— | — | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||||||||
Sale of private placement shares to Sponsor in private placement | 685,324 | 69 | — | — | 6,853,171 | — | 6,853,240 | |||||||||||||||||||||
Forfeiture of Class B common stock | — | — | (183,454 | ) | (18 | ) | 18 | — | — | |||||||||||||||||||
Accretion of Class A common stock subject to possible redemption | — | — | — | — | (6,877,614 | ) | (5,999,818 | ) | (12,877,432 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (118,595 | ) | (118,595 | ) | |||||||||||||||||||
Balance—March 31, 2021 (unaudited) (Restated, see Note 2) | 685,324 | 69 | 5,566,546 | 557 | — | (6,118,413 | ) | (6,117,787 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (266,942 | ) | (266,942 | ) | |||||||||||||||||||
Balance—June 30, 2021 (unaudited) (Restated, see Note 2) | 685,324 | 69 | 5,566,546 | 557 | — | (6,385,355 | ) | (6,384,729 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (374,980 | ) | (374,980 | ) | |||||||||||||||||||
Balance—September 30, 2021 (unaudited) | 685,324 | $ | 69 | 5,566,546 | $ | 557 | $ | — | $ | (6,760,335 | ) | $ | (6,759,709 | ) | ||||||||||||||
Cash Flows from Operating Activities: | ||||
Net loss | $ | (118,595 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Gain on investments held in Trust Account | (3,238 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (883,372 | ) | ||
Accounts payable | 943,568 | |||
Accrued expenses | 4,321 | |||
Franchise tax payable | 32,672 | |||
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Net cash used in operating activities | (24,644 | ) | ||
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Cash Flows from Investing Activities | ||||
Cash deposited in Trust Account | (222,661,850 | ) | ||
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Net cash used in investing activities | (222,661,850 | ) | ||
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Cash Flows from Financing Activities: | ||||
Repayment of note payment to related party | (65,093 | ) | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |||
Proceeds received from initial public offering, gross | 222,661,850 | |||
Proceeds received from private placement | 6,853,240 | |||
Offering costs paid | (4,630,880 | ) | ||
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Net cash provided by financing activities | 224,844,117 | |||
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Net increase in cash | 2,157,623 | |||
Cash—beginning of the period | — | |||
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Cash—end of the period | $ | 2,157,623 | ||
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Supplemental disclosure of noncash activities: | ||||
Offering costs included in accounts payable | $ | 318,294 | ||
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Offering costs included in accrued expenses | $ | 70,000 | ||
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Offering costs paid by related party under promissory note | $ | 65,093 | ||
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Deferred underwriting commissions in connection with the initial public offering | $ | 7,793,165 | ||
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Initial value of Class A common stock subject to possible redemption | $ | 211,596,640 | ||
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Change in value of Class A common stock subject to possible redemption | $ | (52,580 | ) | |
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Cash Flows from Operating Activities: | ||||
Net loss | $ | (760,517 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Gain on investments held in Trust Account | (14,123 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (663,020 | ) | ||
Accounts payable | 8,387 | |||
Accrued expenses | 70,115 | |||
Franchise tax payable | 143,562 | |||
Net cash used in operating activities | (1,215,596 | ) | ||
Cash Flows from Investing Activities | ||||
Cash deposited in Trust Account | (222,661,850 | ) | ||
Net cash used in investing activities | (222,661,850 | ) | ||
Cash Flows from Financing Activities: | ||||
Repayment of note pay able to related party | (65,093 | ) | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |||
Proceeds received from initial public offering | 222,661,850 | |||
Proceeds received from private placement | 6,853,240 | |||
Offering costs paid | (4,949,174 | ) | ||
Net cash provided by financing activities | 224,525,823 | |||
Net increase in cash | 648,377 | |||
Cash — beginning of the period | 0— | |||
Cash — end of the period | $ | 648,377 | ||
Supplemental disclosure of noncash activities: | ||||
Offering costs included in accrued expenses | $ | 70,000 | ||
Offering costs paid by related party under promissory note | $ | 65,093 | ||
Deferred underwriting commissions in connection with the initial public offering | $ | 7,793,165 | ||
Act.
LERER HIPPEAU ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) notnor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s Independent Registered Public Accounting Firm)independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Account
2021 or any future period.
As of March 31, 2021 (unaudited) | As Reported | Adjustment | As Restated | |||||||||
Total assets | $ | 225,706,083 | $ | — | $ | 225,706,083 | ||||||
Total liabilities | $ | 9,162,020 | $ | — | $ | 9,162,020 | ||||||
Class A common stock subject to redemption at $10.00 per share | $ | 211,544,060 | $ | 11,117,790 | $ | 222,661,850 | ||||||
Preferred stock | 0— | — | — | |||||||||
Class A common stock | 180 | (111 | ) | 69 | ||||||||
Class B common stock | 557 | — | 557 | |||||||||
Additional paid-in capital | 5,117,861 | (5,117,861 | ) | — | ||||||||
Accumulated deficit | (118,595 | ) | (5,999,818 | ) | (6,118,413 | ) | ||||||
Total stockholders’ equity (deficit) | $ | 5,000,003 | $ | (11,117,790 | ) | $ | (6,117,787 | ) | ||||
Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | $ | 225,706,083 | $ | — | $ | 225,706,083 | ||||||
Shares of Class A common stock subject to redemption | 21,154,406 | 1,111,779 | 22,266,185 | |||||||||
Shares of Class A common stock | 1,797,103 | (1,111,779 | ) | 685,324 |
Three months ended March 31, 2021 (unaudited) | ||||||||||||
Supplemental Disclosure of Noncash Financing Activities | ||||||||||||
Initial value of Class A common stock subject to possible redemption | $ | 211,596,640 | $ | (211,596,640 | ) | $ | — | |||||
Change in value of Class A common stock subject to possible redemption | $ | (52,580 | ) | $ | 52,580 | | $ | — |
As of June 30, 2021 (unaudited) | As Reported | Adjustment | As Restated | |||||||||
Total assets | $ | 224,323,964 | $ | — | $ | 224,323,964 | ||||||
Total liabilities | $ | 8,046,843 | $ | — | $ | 8,046,843 | ||||||
Class A common stock subject to redemption at $10.00 per share | $ | 211,277,120 | $ | 11,384,730 | $ | 222,661,850 | ||||||
Preferred stock | 0— | — | — | |||||||||
Class A common stock | 182 | (113 | ) | 69 | ||||||||
Class B common stock | 557 | — | 557 | |||||||||
Additional paid-in capital | 5,384,799 | (5,384,799 | ) | — | ||||||||
Accumulated deficit | (385,537 | ) | (5,999,818 | ) | (6,385,355 | ) | ||||||
Total stockholders’ equity (deficit) | $ | 5,000,001 | $ | (11,384,730 | ) | $ | (6,384,729 | ) | ||||
Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | $ | 224,323,964 | $ | — | $ | 224,323,964 | ||||||
Shares of Class A common stock subject to redemption | 21,127,712 | 1,138,473 | 22,266,185 | |||||||||
Shares of Class A common stock | 1,823,797 | (1,138,473 | ) | 685,324 |
Six months ended June 30, 2021 (unaudited) | ||||||||||||
Supplemental Disclosure of Noncash Financing Activities | ||||||||||||
Initial value of Class A common stock subject to possible redemption | $ | 211,596,640 | $ | (211,596,640 | ) | $ | — | |||||
Change in value of Class A common stock subject to possible redemption | $ | (319,520 | ) | $ | 319,520 | $ | — |
Earnings (Loss) Per Share | ||||||||||||
As Reported | Adjustment | As Restated | ||||||||||
Three Months Ended March 31, 2021 (unaudited) | ||||||||||||
Net loss | $ | (118,595 | ) | $ | — | $ | (118,595 | ) | ||||
Weighted average shares outstanding - Class A common stock | 22,266,185 | (14,831,189 | ) | 7,434,996 | ||||||||
Basic and diluted earnings per share - Class A common stock | $ | — | $ | (0.01 | ) | $ | (0.01 | ) | ||||
Weighted average shares outstanding - Class B common stock | 5,405,535 | (222,006 | ) | 5,183,529 | ||||||||
Basic and diluted earnings per share - Class B common stock | $ | (0.02 | ) | $ | 0.01 | $ | (0.01 | ) |
Earnings (Loss) Per Share | ||||||||||||
As Reported | Adjustment | As Restated | ||||||||||
Three Months Ended June 30, 2021 (unaudited) | ||||||||||||
Net loss | $ | (266,942 | ) | $ | — | $ | (266,942 | ) | ||||
Weighted average shares outstanding - Class A common stock | 22,266,185 | 685,324 | 22,951,509 | |||||||||
Basic and diluted earnings per share - Class A common stock | $ | — | $ | (0.01 | ) | $ | (0.01 | ) | ||||
Weighted average shares outstanding - Class B common stock | 6,251,870 | (685,324 | ) | 5,566,546 | ||||||||
Basic and diluted earnings per share - Class B common stock | $ | (0.04 | ) | $ | 0.03 | $ | (0.01 | ) |
Earnings (Loss) Per Share | ||||||||||||
As Reported | Adjustment | As Restated | ||||||||||
Six Months Ended June 30, 2021 (unaudited) | ||||||||||||
Net loss | $ | (385,537 | ) | $ | — | $ | (385,537 | ) | ||||
Weighted average shares outstanding - Class A common stock | 22,266,185 | (6,115,123 | ) | 16,151,062 | ||||||||
Basic and diluted earnings per share - Class A common stock | $ | — | $ | (0.02 | ) | $ | (0.02 | ) | ||||
Weighted average shares outstanding - Class B common stock | 5,880,946 | (482,265 | ) | 5,398,681 | ||||||||
Basic and diluted earnings per share - Class B common stock | $ | (0.07 | ) | $ | 0.05 | $ | (0.02 | ) |
September 30, 2021.
Investment Securities
LERER HIPPEAU ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As of March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets.
These costs amounted to approximately $12.9 million, consisting of approximately $4.5 million of underwriting fees, $7.8 million of deferred underwriting fees and $0.6 million of other offering costs.
LERER HIPPEAU ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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. As of March 31,September 30, 2021, the Company had deferred tax assets in the amount of approximately $25,000$160,000 with a full valuation recorded against it.
Net income per shareCommon Stock
The Company’s unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share.shares. Net income (loss) per share of common stock, basic and diluted for shares of Class A redeemable common stock is calculated by dividing the gain on investments held in the Trust Account of approximately $3,000, net of applicable taxes available to be withdrawn from the Trust Account, which was $0 for the period from January 12, 2021 (inception) through March 31, 2021, by the weighted average number of Class A redeemable common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class A and Class B non-redeemable common stock is calculated by dividing the net loss of approximately $119,000, less income attributable to Class A common stock by the weighted average numbershares of Class B common stock outstanding for the respective period.
Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.
For the Three Months Ended September 30, 2021 | For The Period From January 12, 2021 (inception) through September 30, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net loss per common share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net loss | $ | (301,786 | ) | $ | (73,194 | ) | $ | (588,045 | ) | $ | (172,472 | ) | ||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average common shares outstanding | 22,951,509 | 5,566,546 | 18,614,216 | 5,459,482 | ||||||||||||
Basic and diluted net loss per common share | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.03 | ) | ||||
Recent Accounting Pronouncements
statements.
LERER HIPPEAU ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As of September 30, 2021, the Note is no longer available to the Company.
LERER HIPPEAU ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
For the three months ended September 30, 2021 and for the period from January 12, 2021 (inception) through September 30, 2021, the Company incurred expenses of $30,000 and approximately $68,000 under this agreement, respectively. As of September 30, 2021, the amount due to
During the period from January 12, 2021 (inception) through March 31, 2021, the Company incurred approximately $8,000 in expenses for these services, which is included in administrative expenses – related party on the accompanying statement
Gross proceeds | $ | 222,661,850 | ||
Less: | ||||
Offering costs allocated to Class A common stock subject to possible redemption | (12,877,432 | ) | ||
Plus: | ||||
Accretion on Class A common stock subject to possible redemption amount | 12,877,432 | |||
Class A common stock subject to possible redemption | $ | 222,661,850 | ||
sheet (See Note 6).
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Funds that invest in U.S. Treasury Securities | $ | 222,665,088 | $ | — | $ | — |
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Funds that invest in U.S. Treasury Securities | $ | 222,675,973 | $ | 0— | $ | 0— |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of |
10-QAct.Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SECU.S. Securities and Exchange Commission (“SEC”) filings.itstheir over-allotment option, (each, a “Public Share” and collectively, the “Public Shares”) at $10.00 per share, generating gross proceeds of approximately $222.7 million, and incurring offering costs of approximately $12.9 million, inclusive of approximately $7.8 million in deferred underwriting commissions.Share)share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Act.
$1.2 million (not taking into account approximately $144,000 in franchise tax obligations that may be paid using investment income earned in Trust Account).
We incurred approximately $8,000 for expenses in connection with
Estimates
Possible Redemptioncommon stock subjectCommon Stock Subject to possible redemption
Net loss per share is computed by dividing net loss by the weighted-average number
Our unaudited condensed statement of operations includes a presentation of income per share for common stock subjectwhich are referred to redemption in a manner similar to the two-class method of income per share. Net income per share of common stock, basic and diluted for shares ofas Class A common stock are calculated by dividing the income (loss) earned on investments held in the Trust Account, net of applicable taxes and working capital amounts available to be withdrawn from the Trust Account, which was $0 for the period from January 12, 2021 (inception) through March 31, 2021, by the weighted average number of Class A common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class B common stockstock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net loss of approximately $119,000, less income attributable to Class A common stock by the weighted average numbershares of Class B common stock outstanding for the respective period.
Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 4. | Controls and Procedures |
not effective as of September 30, 2021, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that its control around the interpretation and accounting for certain complex features of the Class A common stock issued by the Company was not effectively designed or maintained. This material weakness resulted in the restatement of its interim financial statements for the quarters ended March 31, 2021, and June 30, 2021. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.March 31,September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were effective.March 31,September 30, 2021, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except for the below.
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of |
Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 685,324 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $6.9 million. A portion of the proceeds from the sale of the Private Placement Shares to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Placement Shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Sponsor is an accredited investor for purposes of Rule 501 of Regulation D.
statement effective on March 4, 2021.
Item 3. | Defaults upon Senior Securities |
Item 4. | Mine Safety Disclosures. |
Item 5. | Other Information. |
Item 6. | Exhibits. |
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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 of 1933, except as shall be expressly set forth by specific reference in such filing. |
Dated: February 2 | LERER HIPPEAU ACQUISITION CORP. | |||||
By: | /s/ Eric Hippeau | |||||
Name: | Eric Hippeau | |||||
Title: | Chief Executive Officer |
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