☒ | 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 |
Delaware | 86-3352988 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
345 Park Avenue ,12th Floor New York, | 10010 | |
(Address Of Principal Executive Offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A common stock, $0.0001 par value | DALS | The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
DA32 LIFE SCIENCE TECH ACQUISITION CORP.
Form
For the Quarterly Period Ended JuneSeptember 30, 2022
Table of Contents
June 30, 2022 | December 31, 2021 | September 30, 2022 | December 31, 2021 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
Assets: | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash | $ | 1,101,032 | $ | 1,864,919 | $ | 861,235 | $ | 1,864,919 | ||||||||
Prepaid expenses | 438,375 | 603,324 | 339,459 | 603,324 | ||||||||||||
Total current assets | 1,539,407 | 2,468,243 | 1,200,694 | 2,468,243 | ||||||||||||
Investments held in Trust Account | 200,199,619 | 200,024,686 | 201,204,865 | 200,024,686 | ||||||||||||
Total Assets | $ | 201,739,026 | $ | 202,492,929 | $ | 202,405,559 | $ | 202,492,929 | ||||||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable | $ | 32 | $ | — | $ | 1,176 | $ | — | ||||||||
Accrued expenses | 261,000 | 144,000 | 327,000 | 144,000 | ||||||||||||
Franchise tax payable | 42,242 | 142,516 | 64,160 | 142,516 | ||||||||||||
Income tax payable | 191,669 | — | ||||||||||||||
Total current liabilities | 303,274 | 286,516 | 584,005 | 286,516 | ||||||||||||
Deferred underwriting commissions | 5,600,000 | 5,600,000 | 5,600,000 | 5,600,000 | ||||||||||||
Total Liabilities | 5,903,274 | 5,886,516 | 6,184,005 | 5,886,516 | ||||||||||||
Commitments and Contingencies | 0 | 0 | ||||||||||||||
Class A common stock subject to possible redemption, $0.0001 par value; 20,000,000 shares issued and outstanding at $10.00 per share at redemption as of June 30, 2022 and December 31, 2021 | 200,000,000 | 200,000,000 | ||||||||||||||
Class A common stock subject to possible redemption, $0.0001 par value; 20,000,000 shares issued and outstanding at $10.03 and $10.00 per share at redemption as of September 30, 2022 and December 31, 2021, respectively | 200,621,041 | 200,000,000 | ||||||||||||||
Stockholders’ Deficit: | ||||||||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued or outstanding | — | — | ||||||||||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 650,000 shares issued and outstanding (excluding 20,000,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021 | 65 | 65 | ||||||||||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,000,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | 500 | 500 | ||||||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding | — | — | ||||||||||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 650,000 shares issued and outstanding (excluding 20,000,000 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021 | 65 | 65 | ||||||||||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 500 | 500 | ||||||||||||||
Additional paid-in capital | — | — | — | — | ||||||||||||
Accumulated deficit | (4,164,813 | ) | (3,394,152 | ) | (4,400,052 | ) | (3,394,152 | ) | ||||||||
Total stockholders’ deficit | (4,164,248 | ) | (3,393,587 | ) | (4,399,487 | ) | (3,393,587 | ) | ||||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | $ | 201,739,026 | $ | 202,492,929 | $ | 202,405,559 | $ | 202,492,929 | ||||||||
For the Three Months Ended June 30, 2022 | For the Six Months Ended June 30, 2022 | For the period from April 16, 2021 (inception) through June 30, 2021 | ||||||||||
General and administrative expenses | $ | 509,857 | $ | 741,366 | $ | 1,518 | ||||||
General and administrative expenses - related party | 52,500 | 105,000 | — | |||||||||
Franchise tax expenses | 49,863 | 99,228 | 41,146 | |||||||||
Loss from operations | (612,220 | ) | (945,594 | ) | (42,664 | ) | ||||||
Other income : | ||||||||||||
Gain on investments held in Trust Account | 144,923 | 174,933 | — | |||||||||
Net loss | $ | (467,297 | ) | $ | (770,661 | ) | $ | (42,664 | ) | |||
Weighted average Class A common shares outstanding, basic and diluted | 20,650,000 | 20,650,000 | — | |||||||||
Basic and diluted net loss per share, Class A | $ | (0.02 | ) | $ | (0.03 | ) | $ | — | �� | |||
Weighted average Class B common shares outstanding, basic and diluted | 5,000,000 | 5,000,000 | 3,157,895 | |||||||||
Basic and diluted net loss per share, Class B | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.01 | ) | |||
Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance - December 31, 2021 | 650,000 | $ | 65 | 5,000,000 | $ | 500 | $ | — | $ | (3,394,152 | ) | $ | (3,393,587 | ) | ||||||||||||||
Net loss | — | — | — | — | — | (303,364 | ) | (303,364 | ) | |||||||||||||||||||
Balance - March 31, 2022 (unaudited) | 650,000 | $ | 65 | 5,000,000 | $ | 500 | $ | — | $ | (3,697,516 | ) | $ | (3,696,951 | ) | ||||||||||||||
Net loss | — | — | — | — | — | (467,297 | ) | (467,297 | ) | |||||||||||||||||||
Balance - June 30, 2022 (unaudited) | 650,000 | $ | 65 | 5,000,000 | $ | 500 | $ | — | $ | (4,164,813 | ) | $ | (4,164,248 | ) | ||||||||||||||
Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance - April 16, 2021 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B common stock to Sponsor | — | — | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (42,664 | ) | (42,664 | ) | |||||||||||||||||||
Balance - June 30, 2021 (unaudited) | — | $ | — | 5,750,000 | $ | 575 | $ | 24,425 | $ | (42,664 | ) | $ | (17,664 | ) | ||||||||||||||
For the Six Months Ended June 30, 2022 | For the Period from April 16, 2021 (inception) through June 30, 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net loss | $ | (770,661 | ) | $ | (42,664 | ) | ||
Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
Gain on investments held in Trust Account | (174,933 | ) | — | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 164,949 | — | ||||||
Accounts payable | 32 | 1,518 | ||||||
Accrued expenses | 117,000 | — | ||||||
Franchise tax payable | (100,274 | ) | 41,146 | |||||
Net cash used in operating activities | (763,887 | ) | — | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from issuance of Class B common stock to Sponsor | — | 25,000 | ||||||
Proceeds from note payable to related party | — | 200,000 | ||||||
Offering costs paid | — | (60,093 | ) | |||||
Net cash provided by financing activities | — | 164,907 | ||||||
Net change in cash | (763,887 | ) | 164,907 | |||||
Cash - beginning of the period | 1,864,919 | — | ||||||
Cash - end of the period | $ | 1,101,032 | $ | 164,907 | ||||
Supplemental disclosure of noncash activities: | ||||||||
Offering costs included in accounts payable | $ | — | $ | 48,175 | ||||
Offering costs included in accrued expenses | $ | — | $ | 198,000 |
For the Three Months Ended September 30, 2022 | For the Three Months Ended September 30, 2021 | For the Nine Months Ended September 30, 2022 | For the period from April 16, 2021 (inception) through September 30, 2021 | |||||||||||||
General and administrative expenses | $ | 324,864 | $ | 197,060 | $ | 1,066,230 | $ | 198,578 | ||||||||
General and administrative expenses - related party | 52,500 | 35,000 | 157,500 | 35,000 | ||||||||||||
Franchise tax expenses | 50,411 | 48,767 | 149,639 | 89,913 | ||||||||||||
Loss from operations | (427,775 | ) | (280,827 | ) | (1,373,369 | ) | (323,491 | ) | ||||||||
Other income | ||||||||||||||||
Gain on investments held in Trust Account | 1,005,246 | 9,351 | 1,180,179 | 9,351 | ||||||||||||
Income (loss) before income tax expense | $ | 577,471 | $ | (271,476 | ) | $ | (193,190 | ) | $ | (314,140 | ) | |||||
Income tax expense | 191,669 | — | 191,669 | — | ||||||||||||
Net income (loss) | $ | 385,802 | $ | (271,476 | ) | $ | (384,859 | ) | $ | (314,140 | ) | |||||
Weighted average Class A common shares outstanding, basic and diluted | 20,650,000 | 14,140,761 | 20,650,000 | 9,292,500 | ||||||||||||
Basic and diluted net income (loss) per share, Class A | $ | 0.02 | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.02 | ) | |||||
Weighted average Class B common shares outstanding, basic and diluted | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Basic and diluted net income (loss) per share, Class B | $ | 0.02 | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.02 | ) | |||||
Common Stock | Total Stockholders’ Deficit | |||||||||||||||||||||||||||
Class A | Class B | Additional Paid-In Capital | Accumulated Deficit | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance - December 31, 2021 | 650,000 | $ | 65 | 5,000,000 | $ | 500 | $ | — | $ | (3,394,152 | ) | $ | (3,393,587 | ) | ||||||||||||||
Net loss | — | — | — | — | — | (303,364 | ) | (303,364 | ) | |||||||||||||||||||
Balance - March 31, 2022 (unaudited) | 650,000 | $ | 65 | 5,000,000 | $ | 500 | $ | — | $ | (3,697,516 | ) | $ | (3,696,951 | ) | ||||||||||||||
Net loss | — | — | — | — | — | (467,297 | ) | (467,297 | ) | |||||||||||||||||||
Balance - June 30, 2022 (unaudited) | 650,000 | $ | 65 | 5,000,000 | $ | 500 | $ | — | $ | (4,164,813 | ) | $ | (4,164,248 | ) | ||||||||||||||
Net income | — | — | — | — | — | 385,802 | 385,802 | |||||||||||||||||||||
Increase in redemption value of Class A common stock subject to redemption | — | — | — | — | — | (621,041 | ) | (621,041 | ) | |||||||||||||||||||
Balance - September 30, 2022 (unaudited) | 650,000 | $ | 65 | 5,000,000 | $ | 500 | $ | — | $ | (4,400,052 | ) | $ | (4,399,487 | ) | ||||||||||||||
Common Stock | Total Stockholders’ Deficit | |||||||||||||||||||||||||||
Class A | Class B | Additional Paid-In Capital | Accumulated Deficit | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance - April 16, 2021 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B common stock to Sponsor | — | — | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (42,664 | ) | (42,664 | ) | |||||||||||||||||||
Balance - June 30, 2021 (unaudited) | — | $ | — | 5,750,000 | $ | 575 | $ | 24,425 | $ | (42,664 | ) | $ | (17,664 | ) | ||||||||||||||
Sale of Class A ordinary shares in initial public offering, gross | — | — | — | — | — | — | — | |||||||||||||||||||||
Offering costs | — | — | — | — | — | — | — | |||||||||||||||||||||
Sale of private placement shares to Sponsor in private placement | 650,000 | 65 | — | — | 6,499,935 | — | 6,500,000 | |||||||||||||||||||||
Forfeited shares | — | — | (750,000 | ) | (75 | ) | 75 | — | — | |||||||||||||||||||
Accretion of Class A common stock to redemption amount | — | — | — | — | (6,524,435 | ) | (2,822,858 | ) | (9,347,293 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (271,476 | ) | (271,476 | ) | |||||||||||||||||||
Balance - September 30, 2021 (unaudited) | 650,000 | $ | 65 | 5,000,000 | $ | 500 | $ | — | $ | (3,136,998 | ) | $ | (3,136,433 | ) | ||||||||||||||
For the Nine Months Ended September 30, 2022 | For the period from April 16, 2021 (inception) through September 30, 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net loss | $ | (384,859 | ) | $ | (314,140 | ) | ||
Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
Income from investments held in Trust Account | (1,180,179 | ) | (9,351 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 263,865 | (718,577 | ) | |||||
Accounts payable | 1,176 | — | ||||||
Accrued expenses | 253,000 | 56,912 | ||||||
Franchise tax payable | (78,356 | ) | 89,913 | |||||
Income tax payable | 191,669 | — | ||||||
Net cash used in operating activities | (933,684 | ) | (895,243 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Cash deposited in Trust Account | — | (200,000,000 | ) | |||||
Cash used in investing activities | — | (200,000,000 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from issuance of Class B common stock to Sponsor | — | 25,000 | ||||||
Proceeds from note payable to related party | — | 200,000 | ||||||
Repayment of note payable to related party | — | (200,000 | ) | |||||
Proceeds received from initial public offering, gross | — | 200,000,000 | ||||||
Proceeds received from private placement | — | 6,500,000 | ||||||
Offering costs paid | (70,000 | ) | (3,677,293 | ) | ||||
Net cash (used in) provided by financing activities | (70,000 | ) | 202,847,707 | |||||
Net change in cash | (1,003,684 | ) | 1,952,464 | |||||
Cash - beginning of the period | 1,864,919 | — | ||||||
Cash - end of the period | $ | 861,235 | $ | 1,952,464 | ||||
Supplemental disclosure of noncash activities: | ||||||||
Offering costs included in accrued expenses | $ | — | $ | 70,000 | ||||
Deferred underwriting commissions | $ | — | $ | 5,600,000 |
For the Three Months Ended June 30, 2022 | For the Six Months Ended June 30, 2022 | For the Period from April 16, 2021 (inception) through June 30, 2021 | For the Three Months Ended September 30, 2022 | For the Three Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||||||||
Basic and diluted net loss per common share: | ||||||||||||||||||||||||||||||||||||||||
Basic and diluted net income (loss) per common share: | ||||||||||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||||||||||
Allocation of net loss | $ | (376,206 | ) | $ | (91,091 | ) | $ | (620,435 | ) | $ | (150,226 | ) | $ | — | $ | (42,664 | ) | |||||||||||||||||||||||
Allocation of net income (loss) | $ | 310,597 | $ | 75,205 | $ | (200,560 | ) | $ | (70,916 | ) | ||||||||||||||||||||||||||||||
Denominator: | ||||||||||||||||||||||||||||||||||||||||
Basic and diluted weighted average common shares outstanding | 20,650,000 | 5,000,000 | 20,650,000 | 5,000,000 | — | 3,157,895 | 20,650,000 | 5,000,000 | 14,140,761 | 5,000,000 | ||||||||||||||||||||||||||||||
Basic and diluted net loss per common share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.03 | ) | $ | — | $ | (0.01 | ) | |||||||||||||||||||||||
Basic and diluted net income (loss) per common share | $ | 0.02 | $ | 0.02 | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||||||||||||||||||||||||
For the Nine Months Ended September 30, 2022 | For the period from April 16, 2021 (inception) through September 30, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income (loss) per common share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income (loss) | $ | (309,838 | ) | $ | (75,021 | ) | $ | (204,243 | ) | $ | (109,897 | ) | ||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average common shares outstanding | 20,650,000 | 5,000,000 | 9,292,500 | 5,000,000 | ||||||||||||
Basic and diluted net income (loss) per common share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | ||||
Gross proceeds | $ | 200,000,000 | $ | 200,000,000 | ||||
Less: | ||||||||
Class A common stock issuance costs | (9,347,293 | ) | (9,347,293 | ) | ||||
Plus: | ||||||||
Accretion of carrying value to redemption value | 9,347,293 | 9,347,293 | ||||||
Class A common stock subject to possible redemption | $ | 200,000,000 | ||||||
Class A common stock subject to possible redemption, December 31, 2021 | 200,000,000 | |||||||
Plus: | ||||||||
Increase in redemption value of Class A common stock subject to redemption | 621,041 | |||||||
Class A common stock subject to possible redemption, September 30, 2022 | $ | 200,621,041 | ||||||
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Investments held in Trust Account-U.S. Treasury Bills | $ | 201,204,865 | $ | — | $ | — |
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Investments held in Trust Account-U.S. Treasury Bills | $ | 200,199,619 | $ | — | $ | — |
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Investments held in Trust Account-U.S. Treasury Bills | $ | 200,024,686 | $ | — | $ | — |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to the “Company,” “DA32 Life Science Tech Acquisition Corp.,” “our,” “us” or “we” refer to DA32 Life Science Tech Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
Overview
We are a blank check company incorporated in Delaware on April 16, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
Our sponsor is DA32 Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initialinitial public offering (the “Initial Public OfferingOffering”) was declared effective on July 27, 2021. On July 30, 2021, the Company consummated its Initial Public Offering of 20,000,000 shares of Class A common stock (the “Public Shares”), at an offering price of $10.00 per Public Share, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $9.3 million, inclusive of $5.6 million in deferred underwriting commissions.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 650,000 shares of Class A common stock (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of $6.5 million paid on August 3, 2021.
Upon the closing of the Initial Public Offering and the Private Placement, $200.0 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of 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 invested only in U.S. “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
Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to 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.
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If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 30, 2023, or during any extended period of time that we may have to consummate a Business Combination as a result of an amendment to the Certificate of Incorporation (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
Liquidity and Capital Resources
As of JuneSeptember 30, 2022, we had approximately $1.1 million$861,000 in our operating bank account and working capital of approximately $1.2 million$361,000 (not taking into account approximately $42,000$256,000 in tax obligations that may be paid using investment income earned in Trust Account).
Our liquidity needs to date have been satisfied through a cash payment of $25,000 from our Sponsor to purchase the Founder Shares, the loan of approximately $200,000 from the Sponsor pursuant to the Note, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans.Loans (the “Working Capital Loans”). As of JuneSeptember 30, 2022 and December 31, 2021, there was no outstanding Working Capital Loan.
Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
However, in connection with our assessment of going concern considerations in accordance with FASB ASCFinancial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. We intend to complete an initial business combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any business combination by July 30, 2023. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after July 30, 2023. The condensed interim financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.
Management continues to evaluate the impact of the
In addition, on August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by “covered corporations” beginning in 2023, with certain exceptions (the “Excise Tax”). The excise tax is imposed on the
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repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any Private Investment in Public Equity (“PIPE”) or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in our ability to complete a Business Combination.
Results of Operations
Our entire activity from inception up to JuneSeptember 30, 2022, was for our formation and the Initial Public Offering and, subsequent to the Initial Public Offering, the search for a prospective target for an initial Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.
For the three months ended JuneSeptember 30, 2022, we had a net income of approximately $386,000, which consisted of approximately $325,000 in general and administrative expenses, approximately $53,000 in general and administrative expenses-related party, approximately $50,000 in franchise tax expenses and approximately $192,000 in income tax expenses, partially offset by approximately $1.0 million in gain on investments held in Trust Account.
For the three months ended September 30, 2021, we had a net loss of approximately $271,000, which consisted of approximately $197,000 in general and administrative expenses, $35,000 in administrative expenses - related party and approximately $49,000 in franchise tax expenses, partially offset by approximately $9,000 in gain on investments held in Trust Account.
For the nine months ended September 30, 2022, we had a net loss of approximately $467,000,$385,000, which consisted of approximately $510,000$1.1 million in general and administrative expenses, approximately $52,000$158,000 in general and administrative expenses-related party, approximately $150,000 in franchise tax expenses and approximately $50,000$192,000 in franchiseincome tax expenses, partially offset by approximately $145,000$1.2 million in gain on investments held in Trust Account.
For the period from April 16, 2021 (inception) through JuneSeptember 30, 2021, we had a net loss of approximately $43,000,$314,000, which consisted of approximately $2,000$199,000 in general and administrative expenses, $35,000 in administrative expenses-related party and approximately $41,000$90,000 in franchise tax expenses.
Contractual Obligations
Administrative Services Agreement
Commencing on the date that our securities were first listed on NASDAQ and continuing until the earlier of our consummation of a Business Combination or our liquidation, we agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of our management team. As of July 27, 2021, the original Administrative Services Agreement was amended and restated in full to correct a clerical error in the parties to the agreement. The Amended and Restated Administrative Services Agreement (the “A&R Administrative Services Agreement”), by and between us and Deerfield Partners, L.P. (“Deerfield Affiliate”), an affiliate of the Sponsor, provides that we will pay Deerfield Affiliate a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the three and six
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nine months ended JuneSeptember 30, 2022, the Company incurred expenses of $30,000 and $60,000,$90,000, respectively, under this agreement, included in general and administrative expenses-related party on the accompanying unaudited condensed statement of operations. For the three months ended September 30, 2021, and for the period from April 16, 2021 (inception) through September 30, 2021, the Company incurred expenses of $20,000 under this agreement, included in administrative expenses - related party on the accompanying unaudited condensed statements of operations. As of JuneSeptember 30, 2022 and December 31, 2021, no amounts$50,000 and $0 were outstanding for these services.
The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any
Wolfe Strategic Services Agreement
On July 27, 2021, we entered into an agreement that provides that, commencing on the date that our securities were first listed on Nasdaq, we shall pay our Chief Financial Officer, Christopher Wolfe, $7,500 per month for his services prior to the initial Business Combination.
For the three and sixnine months ended JuneSeptember 30, 2022, we incurred $22,500 and $45,000,$67,500, respectively, in expenses for these services which is included in general and administrative expenses-related party on the accompanying unaudited condensed statement of operations. For the three months ended September 30, 2021, and the period from April 16, 2021 (inception) through September 30, 2021, we incurred $15,000 in expenses for these services which is included in administrative expenses-related party on the accompanying statements of operations.
As of JuneSeptember 30, 2022 and December 31, 2021, $7,500 was prepaid for these services. As of JuneSeptember 30, 2022 and December 31, 2021, no amounts were outstanding for these services.
Registration Rights
The holders of Founder Shares, Private Placement Shares, and shares of Class A common stock that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters did not earn any underwriting commissions on the 4,000,000 Affiliated Shares. Except for the Affiliated Shares, the underwriters were entitled to an upfront underwriting discount of $0.20 per share, or $3.2 million in the aggregate, paid upon the closing of the Initial Public Offering, and a deferred underwriting commissions of $0.35 per share, or $5.6 million in the aggregate will be payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with GAAP. The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as our critical accounting policies:
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Investments held in the Trust Account
Our portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When our investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When our investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain from investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Class A common stock subject to possible redemption
Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, as of JuneSeptember 30, 2022 and December 31, 2021, 20,000,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our condensed balance sheets.
We recognize changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional
Net lossincome (loss) per share of common stock
We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares, which assumes a Business Combination as the most likely outcome. Net lossincome (loss) per common share is calculated by dividing the net lossincome (loss) by the weighted average shares of 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.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.
Off-Balance
As of JuneSeptember 30, 2022, we did not have any
JOBS Act
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The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for
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
We are a smaller reporting company as defined by Rule
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rules
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
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Item 1. | Legal Proceedings. |
None.
Item 1A. | Risk Factors. |
Except as set forth below, as of the date of this Quarterly Report on Form
If we are interpreted or applied, or a failuredeemed to comply with any laws or regulations,be an investment company for purposes of the Investment Company Act, we may adversely affectbe forced to abandon our business, including our abilityefforts to negotiatecomplete an initial Business Combination and complete our initial business combination, and results of operations.
On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), relating, to, among other items, disclosuresthings, to circumstances in business combination transactions involvingwhich SPACs and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which special purpose acquisition companies (“SPACs”)such as us could becomepotentially be subject to regulation under the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of 1940, as amended,“investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the registration statement for its initial public offering. The company would then be required to complete its initial business combination no later than 24 months after the effective date of the registration statement for its initial public offering. We understand that the SEC has recently been taking informal positions regarding the Investment Company Act consistent with the SPAC Rule Proposals.
There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its initial business combination within the proposed rule that would provide SPACs atime frame set forth in the proposed safe harbor
The funds in the Trust Account have, since our Initial Public Offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. As of September 30, 2022, amounts held in Trust Account included approximately $1,204,865 of accrued interest. To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, we may, constrainon or prior to the circumstances under24-month anniversary of the effective date of the registration statement relating to our Initial Public Offering, or July 27, 2023, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more
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bank accounts) until the earlier of the consummation of a Business Combination or our liquidation. Following such liquidation of the assets in our Trust Account, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our Public Stockholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the Trust Account had remained in U.S. government securities or money market funds. This means that the amount available for redemption will not increase in the future.
In addition, even prior to the 24-month anniversary of the effective date of the registration statement relating to our Initial Public Offering, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our Public Stockholders would receive upon any redemption or our liquidation.
A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares or our liquidation.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a new 1% U.S. federal excise tax on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities are trading on Nasdaq, we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. It is uncertain whether, and/or to what extent, the Excise Tax could apply to any repurchase by us of our common stock or in the event of our liquidation, in each instance after December 31, 2022, including any redemptions in connection with an initial Business Combination or in the event we do not consummate an initial Business Combination by July 30, 2023.
Whether and to what extent we would be subject to the Excise Tax on a redemption of our shares of Class A common stock or other stock issued by us would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase of stock in connection with our initial Business Combination, (iii) the structure of the initial Business Combination, (iv) the nature and amount of any Private Investment in Public Equity or other equity issuances in connection with the initial Business Combination (or otherwise issued not in connection with the initial Business Combination but issued within the same taxable year of a redemption treated as a repurchase of stock) and (v) the content of regulations and other guidance from the U.S. Department of the Treasury. As noted above, the Excise Tax would be payable by us, and not by the redeeming holder. The imposition of the Excise Tax could cause a reduction in the cash available on hand to complete an initial Business Combination and may affect our ability to complete an initial Business Combination. In addition, the Excise Tax could cause a reduction in the per share amount payable to our Public Stockholders in the event we liquidate the Trust Account due to a failure to complete an initial Business Combination within the requisite timeframe.
Our proximity to our liquidation date expresses substantial doubt about our ability to continue as a “going concern.”
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete its initial Business Combination before the liquidation date; however, there can be no assurance that the Company will be able to consummate any business combination.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities. |
None.
Item 3. | Defaults Upon Senior Securities. |
None.
Item 4. | Mine Safety Disclosures. |
Not applicable.
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Item 5. | Other Information. |
None.
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. |
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PART III
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: | DA32 LIFE SCIENCE TECH ACQUISITION CORP. | |||||
By: | /s/ Steve Kafka | |||||
Name: | Steve Kafka | |||||
Title: | Chief Executive Officer |
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