☒ | 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 F 1934 |
Cayman Islands | 001-40616 | N/A | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
Suite 2902, 29/F, The Centrium 60 Wyndham Street, Central Hong Kong | N/A | |||
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A ordinary shares, par value $0.0001 per share | BSAQ | The New York Stock Exchange | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | BSAQWS | The New York Stock Exchange | ||
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | BSAQU | The New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page | ||||
1 | ||||
1 | ||||
1 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
Item 1. | Condensed Financial Statements |
June 30, 2021 | ||||
(unaudited) | ||||
ASSETS | ||||
Current asset: cash | $ | 7,180 | ||
Deferred offering costs | 673,809 | |||
Total Assets | $ | 680,989 | ||
LIABILITIES AND SHAREHOLDER’S EQUITY | ||||
Current Liabilities: | ||||
Accrued formation costs | $ | 6,811 | ||
Accrued offering costs | 548,139 | |||
Due to related party | 123,434 | |||
Total Current Liabilities | 678,384 | |||
Commitments and contingencies (Note 6) | 0 | |||
Shareholder’s Equity: | ||||
Preference shares , $0.0001 par value; 2,000,000 shares authorized; NaNissued and outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; NaNissued and outstanding | ||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares issued and outstanding as of June 30, 2021 (1) (2) | 431 | |||
Additional paid-in capital | 24,569 | |||
Accumulated deficit | (22,395 | ) | ||
Total Shareholder’s Equity | 2,605 | |||
T otal Liabilities and Shareholder’s Equity | $ | 680,989 | ||
March 31, | December 31, | |||||||
2022 | 2021 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash | $ | 615,236 | $ | 1,569,803 | ||||
Prepaid expenses | 166,362 | 294,062 | ||||||
Total Current Assets | 781,598 | 1,863,865 | ||||||
Investments held in the Trust Account | 169,022,183 | 169,006,966 | ||||||
Total Assets | $ | 169,803,781 | $ | 170,870,831 | ||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 460,243 | $ | 403,521 | ||||
Due to related party | 0 | 27,250 | ||||||
Total Current Liabilities | 460,243 | 430,771 | ||||||
Derivative warrant liabilities | 3,152,858 | 13,050,400 | ||||||
Deferred underwriting commission | 5,915,000 | 5,915,000 | ||||||
Total liabilities | 9,528,101 | 19,396,171 | ||||||
COMMITMENTS AND CONTINGENCIES | 0onpaste='getPasteValueevent' | )onpaste='getPasteValue(event)' | 0 | |||||
Class A ordinary shares subject to possible redemption; 16,900,000 shares (at redemption value ) | 169,022,183 | 169,000,000 | ||||||
Shareholders’ deficit: | ||||||||
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; NaN issued and outstanding | 0 | 0 | ||||||
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, NaN issued and outstanding | 0 | 0 | ||||||
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 4,225,000 shares issued and outstanding | 422 | 422 | ||||||
Additional paid-in capital | 0 | 0 | ||||||
Accumulated deficit | (8,746,925 | ) | (17,525,762 | ) | ||||
Total Shareholders’ Deficit | (8,746,503 | ) | (17,525,340 | ) | ||||
Total Liabilities and Shareholders’ Deficit | $ | 169,803,781 | $ | 170,870,831 | ||||
For the Three Months Ended June 30, 2021 | For the Period From March 3, 2021 (Inception) Through June 30, 2021 | |||||||
(unaudited) | ||||||||
Formation and operating costs | $ | 9,242 | $ | 22,395 | ||||
Net loss | $ | (9,242 | ) | $ | (22,395 | ) | ||
Weighted average ordinary shares outstanding, basic and diluted(1) | 3,750,000 | 3,750,000 | ||||||
Basic and diluted net loss per ordinary share | $ | (0.00 | ) | $ | (0.01 | ) | ||
For the Three Months Ended March 31, 2022 | For the Period From March 3, 2021 (Inception) Through March 31, 2021 | |||||||
EXPENSES | ||||||||
Administration fee - related party | $ | 30,000 | $ | 0 | ||||
General and administrative | 1,081,739 | 13,153 | ||||||
TOTAL EXPENSES | (1,111,739 | ) | 13,153 | |||||
OTHER INCOME | ||||||||
Income earned on investments held in Trust Account | 15,217 | 0 | ||||||
Change in fair value of derivative warrant liabilities | 9,897,542 | 0 | ||||||
TOTAL OTHER INCOME | 9,912,759 | 0 | ||||||
Net income (loss) | $ | 8,801,020 | $ | (13,153 | ) | |||
Basic and diluted weighted average shares outstanding, redeemable Class A Ordinary Shares | 16,900,000 | |||||||
Basic and diluted net income (loss) per share of redeemable Class A Ordinary Shares | $ | 0.42 | ||||||
Weighted average number of shares of non-redeemable ordinary shares outstanding, basic and diluted | 4,225,000 | 3,750,000 | ||||||
Basic and diluted net income per share of non-redeemable ordinary shares | $ | 0.42 | $ | (0.00 | ) | |||
Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholder’s | |||||||||||||||||
Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
Balance, March 3, 2021 (inception) | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Issuance of Class B ordinary shares to Sponsor(1) (2) | 4,312,500 | 431 | 24,569 | 0 | 25,000 | |||||||||||||||
Net loss | — | 0 | 0 | (13,153 | ) | (13,153 | ) | |||||||||||||
Balance, March 31, 2021 (unaudited) | 4,312,500 | 431 | 24,569 | (13,153 | ) | 11,847 | ||||||||||||||
Net loss | — | 0 | 0 | (9,242 | ) | (9,242 | ) | |||||||||||||
Balance, June 30, 2021 (unaudited) | 4,312,500 | $ | 431 | $ | 24,569 | $ | (22,395 | ) | $ | 2,605 | ||||||||||
Class B | Additional | |||||||||||||||||||
Ordinary Shares | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
Balance as of December 31, 2021 | 4,225,000 | $ | 422 | $ | — | $ | (17,525,762 | ) | $ | (17,525,340 | ) | |||||||||
Measurement adju stment of carrying value to redempt ion value | — | — | — | (22,183 | ) | (22,183 | ) | |||||||||||||
Net income | — | — | — | 8,801,020 | 8,801,020 | |||||||||||||||
Balance as of March 31, 2022 | 4,225,000 | $ | 422 | $ | — | $ | (8,746,925 | ) | $ | (8,746,503 | ) | |||||||||
Class B | Additional | |||||||||||||||||||
Ordinary Shares | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
Balance as of March 3, 2021 (inception) | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Issuance of Class B common stock to Sponsor | 4,312,500 | 431 | 24,569 | — | 25,000 | |||||||||||||||
Net loss | — | — | — | (13,153 | ) | (13,153 | ) | |||||||||||||
Balance as of March 31, 2021 | 4,312,500 | $ | 431 | $ | — | $ | (13,153 | ) | $ | 11,847 | ||||||||||
For the Period From March 3, 2021 (Inception) Through June 30, 2021 | ||||
(unaudited) | ||||
Cash flows from operating activities: | ||||
Net loss | $ | (22,395 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Operating costs paid by related parties | 6,338 | |||
Changes in accrued formation and operating costs | 6,811 | |||
Changes in accrued offering costs | (45,070 | ) | ||
Net cash used in operating activities | (54,316 | ) | ||
Cash flows from financing activities: | ||||
Proceeds from related party advances | 61,496 | |||
Net cash provided by financing activities | 61,496 | |||
Net change in cash | 7,180 | |||
Cash at beginning of period | 0 | |||
Cash at end of period | $ | 7,180 | ||
Non-cash financing activities: | ||||
Deferred offering costs included in accrued offering costs | $ | 548,139 | ||
Deferred offering costs paid by Sponsor in exchange for Class B ordinary shares | $ | 25,000 | ||
Deferred offering costs paid by Sponsor | $ | 20,600 |
For the Three Months Ended March 31, 2022 | For the Period From March 3, 2021 (Inception) Through March 31, 2021 | |||||||
Cash Flows From Operating Activities: | ||||||||
Net income (loss) | $ | 8,801,020 | $ | (13,153 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Operating costs paid by related parties | 0 | 6,338 | ||||||
Investment income earned on treasury securities held in the Trust Account | (15,217 | ) | 0 | |||||
Gain on change in fair value of derivative liabilities | (9,897,542 | ) | 0 | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 127,700 | 0 | ||||||
Accounts payable and accrued expenses | 56,722 | 6,815 | ||||||
Net Cash Used In Operating Activities | (927,317 | ) | 0 | |||||
Cash Flows From Financing Activities: | ||||||||
Repayment of related party advances | (27,250 | ) | 0 | |||||
Net Cash Used in Financing Activities | (27,250 | ) | 0 | |||||
Net change in cash | (954,567 | ) | 0 | |||||
Cash at beginning of year | 1,569,803 | 0 | ||||||
Cash at end of year | $ | 615,236 | $ | 0 | ||||
Supplemental disclosure of non-cash financing activities: | ||||||||
Deferred offering costs included in accrued offering costs | $ | 0 | $ | 94,808 | ||||
Deferred offering costs paid by Sponsor in exchange for Class B ordinary shares | $ | 0 | $ | 25,000 | ||||
Deferred offering costs paid by Sponsor | $ | 0 | $ | 20,600 | ||||
Measurement adjustment of carrying value to redemption value | $ | 22,183 | $ | 0 |
Gross proceeds | $ | 169,000,000 | |||
Less: | |||||
Proceeds allocated to the Public Warrants | (11,914,500 | ) | |||
Shares of Class A ordinary share issuance costs | (9,329,478 | ) | |||
(21,243,978 | ) | ||||
Plus: | |||||
Measurement adjustment of carrying value to redemption value | 21,243,978 | ||||
Class A Common Stock subject to possible redemption at December 31, 2021 | $ | 169,000,000 | |||
Measurement adjustment of carrying value to redemption value | 22,183 | ||||
Class A Common Stock subject to possible redemption at March 31, 2022 | $ | 169,022,183 | |||
Three months ended March 31, 2022 | For the Period From March 3, 2021 (inception) Through March 31, 2021 | |||||||
Class A Ordinary shares | ||||||||
Numerator: Income allocable to Class A ordinary shares | $ | 7,040,816 | ||||||
Denominator: Basic and diluted weighted average shares outstanding | 16,900,000 | |||||||
Basic and diluted net income per share, Class A Common Stock | $ | 0.42 | ||||||
Class B Ordinary shares | ||||||||
Numerator: Income (loss) allocable to Class B ordinary shares | $ | 1,760,204 | (13,153 | ) | ||||
Denominator: Basic and diluted weighted average shares outstanding | 4,225,000 | 3,750,000 | ||||||
Basic and diluted net loss per share, Class B Common Stock | $ | 0.42 | (0.00 | ) | ||||
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Level | March 31, 2022 | December 31, 2021 | ||||||||||
Assets: | ||||||||||||
Investments held in Trust Account | 1 | $ | 169,022,183 | 169,006,966 | ||||||||
Liabilities: | ||||||||||||
Warrant liability – Private Placement Warrants | 2 | $ | 1,356,388 | 5,614,400 | ||||||||
Warrant liability – Public Warrants | 1 | 1,796,470 | 7,436,000 |
Item 2. |
Item 3. |
Item 4. |
Item 1. |
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities |
Item 3. | Defaults Upon Senior Securities |
Item 4. |
Item 5. |
Item 6. |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | Inline XBRL Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Filed herewith. |
** | 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. |
BLACK SPADE ACQUISITION CO | ||||
By: | /s/ Chi Wai Dennis Tam | |||
Name: | Chi Wai Dennis Tam | |||
Title: | Chairman and Co-Chief Executive Officer(Principal Executive Officer) | |||
By: | /s/ Francis Chi Yin Ng | |||
Name: | Francis Chi Yin Ng | |||
Title: | President and Chief Financial Officer (Principal Financial and Accounting Officer) |