UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
For the quarterly period ended September 30, 2012
OR
o¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
For the transition period from ________ to ________
GROWTH CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 27-2447291 | ||||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 405 Lexington Ave, New York, NY | 10174 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | GCACU | The Nasdaq Capital Market | ||
| Class A common stock, par value $0.0001 per share | GCAC | The Nasdaq Capital Market | ||
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | GCACW | The Nasdaq Capital Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No o¨ .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No o¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “ large“large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | |||||
| Non-accelerated filer | x | Smaller reporting company | x | ||||
| | Emerging growth company | x |
(DoIf an emerging growth company, indicate by check mark if the registrant has elected not check if a smaller reporting company)to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x☒ No o☐
As of the Securities Exchange ActFebruary 22, 2021, 17,250,000 shares of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
GROWTH CAPITAL ACQUISITION CORP.
Quarterly Report on Form 10-Q
Table of Contents
GROWTH CAPITAL ACQUISITION CORP.
BALANCE SHEETS
| December 31, 2020 | March 31, 2020 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current asset -cash | $ | 85,915 | $ | 2,043 | ||||
| Deferred offering costs | 68,133 | 20,000 | ||||||
| Total Assets | $ | 154,048 | $ | 22,043 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities: | ||||||||
| Accrued offering costs | $ | 12,708 | $ | 20,000 | ||||
| Promissory notes payable - related parties | 135,325 | - | ||||||
| Total liabilities | 148,033 | 20,000 | ||||||
| Commitments and Contingencies | ||||||||
| 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; 100,000,000 shares authorized; none issued and outstanding | - | - | ||||||
| Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 issued and outstanding(1) | 431 | 431 | ||||||
| Additional paid-in capital | 152,355 | 148,269 | ||||||
| Accumulated deficit | (146,771 | ) | (146,657 | ) | ||||
| Total stockholder’s equity | 6,015 | 2,043 | ||||||
| Total liabilities and stockholder’s equity | $ | 154,048 | $ | 22,043 | ||||
(1) Includes an aggregate of 562,500 shares held by the Company’s initial stockholders that were subject to forfeiture to the extent that the underwriters’ overallotment was not exercised in full (see Note 7).
The accompanying notes are an integral part of these unaudited condensed financial statements.
GROWTH CAPITAL ACQUISITION CORP.
STATEMENTS OF OPERATIONS
| Three Months Ended December 31, 2020 (Unaudited) | Three Months Ended December 31, 2019 (Unaudited) | Nine Months Ended December 31, 2020 (Unaudited) | Nine Months Ended December 31,2019 (Unaudited) | |||||||||||||
| General and administrative expenses | $ | 114 | $ | 112 | $ | 114 | $ | 9,112 | ||||||||
| Loss before income taxes | (114 | ) | (112 | ) | (114 | ) | (9,112 | ) | ||||||||
| Provision for income taxes | - | - | - | 32 | ||||||||||||
| Net loss | $ | (114 | ) | $ | (112 | ) | $ | (114 | ) | $ | (9,144 | ) | ||||
| Weighted average basic and diluted shares outstanding (1) | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | ||||||||||||
| Basic and diluted net loss per common share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
(1) Includes an aggregate of 562,500 shares held by the Company’s initial stockholders that were subject to forfeiture to the extent that the underwriters’ overallotment was not exercised in full (see Note 7). |
The accompanying notes are an integral part of these unaudited condensed financial statements.
| Class B Common Stock | Additional Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, October 1, 2020 (Unaudited) | 4,312,500 | $ | 431 | $ | 152,355 | $ | (146,657 | ) | $ | 6,129 | ||||||||||
| Net loss | - | - | - | (114 | ) | (114 | ) | |||||||||||||
| Balance, December 31, 2020 (Unaudited) | 4,312,500 | $ | 431 | $ | 152,355 | $ | (146,771 | ) | $ | 6,015 | ||||||||||
| Balance, October 1, 2019 (Unaudited) | 4,312,500 | $ | 431 | $ | 148,269 | $ | (145,974 | ) | $ | 2,726 | ||||||||||
| Net loss | - | - | - | (112 | ) | (112 | ) | |||||||||||||
| Balance, December 31, 2019 (Unaudited) | 4,312,500 | $ | 431 | $ | 148,269 | $ | (146,086 | ) | $ | 2,614 | ||||||||||
| Balance, April 1, 2020 (Unaudited) (1) | 4,312,500 | $ | 431 | $ | 148,269 | $ | (146,657 | ) | $ | 2,043 | ||||||||||
| Contribution from stockholder | - | - | 4,086 | 4,086 | ||||||||||||||||
| Net loss | - | - | - | (114 | ) | (114 | ) | |||||||||||||
| Balance, December 31, 2020 (Unaudited) | 4,312,500 | $ | 431 | $ | 152,355 | $ | (146,771 | ) | $ | 6,015 | ||||||||||
| Balance, April 1, 2019 (Unaudited) | 4,312,500 | $ | 431 | $ | 139,269 | $ | (136,942 | ) | $ | 2,758 | ||||||||||
| Contribution from stockholder | - | - | 9,000 | 9,000 | ||||||||||||||||
| Net loss | - | - | - | (9,144 | ) | (9,144 | ) | |||||||||||||
| Balance, December 31, 2019 (Unaudited) | 4,312,500 | $ | 431 | $ | 148,269 | $ | (146,086 | ) | $ | 2,614 | ||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
(1) Includes an aggregate of 562,500 shares held by the BoardCompany’s initial stockholders that were subject to forfeiture to the extent that the underwriters’ overallotment was not exercised in full (see Note 7).
GROWTH CAPITAL ACQUISITION CORP.
| Nine Months Ended December 31, 2020 (Unaudited) | Nine Months Ended December 31, 2019 (Unaudited) | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (114 | ) | $ | (9,144 | ) | ||
| Net cash used in operating activities | (114 | ) | (9,144 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from notes payable - related parties | 135,325 | - | ||||||
| Payment of offering costs | (55,425 | ) | - | |||||
| Contribution from stockholder | 4,086 | 9,000 | ||||||
| Net cash provided by financing activities | 83,986 | 9,000 | ||||||
| Net change in cash | 83,872 | (144 | ) | |||||
| Cash, beginning of period | 2,043 | 2,758 | ||||||
| Cash, end of period | $ | 85,915 | $ | 2,614 | ||||
| Supplemental cash flow information | ||||||||
| Cash paid for income taxes | $ | - | $ | 32 | ||||
| Non-cash investing and financing activities: | ||||||||
| Deferred offering costs included in accrued offering costs | $ | 12,708 | $ | - | ||||
The accompanying notes are an integral part of Directorsthese unaudited condensed financial statements.
Growth Capital Acquisition Corp.
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Organization and StockholdersGeneral
Growth Capital Acquisition Corp. (the “Company”), a blank check company, was incorporated under the laws of
Although the Company is not limited to a particular industry or sector for the periodpurpose of consummating a Business Combination, it intends to focus on industries that complement the Company’s management team’s background, and to capitalize on the ability of the Company’s management team to identify and acquire a business or businesses consistent with the experience of the Company’s management team and affiliates of Maxim Group LLC (“Maxim”), the representative of the underwriters in the Initial Public Offering.
The registration statements for the Company’s Initial Public Offering were declared effective on January 29, 2021. On February 2, 2021, the Company consummated the Initial Public Offering (as defined below) of 17,250,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000, which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,175,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) in a private placement to the Company’s Sponsor, Growth Capital Sponsor LLC (the “Sponsor”), Nautilus Carriers LLC (“Nautilus”), an affiliate of our Co-Chief Executive Officers, and HB Strategies LLC ("HB Strategies"), an affiliate of Hudson Bay Capital Management LP ("Hudson Bay") generating gross proceeds of $5,175,000, which is described in Note 4.
Transaction costs amounted to $4,294,613, consisting of $3,450,000 of underwriting fees, and $844,613 of other offering costs.
As of December 31, 2020, the Company had not commenced any operations. All activity from January 4, 2010 (Inception)(inception) through September 30, 2012,December 31, 2020 relates to the Company’s formation, its prior unconsummated initial public offering, and its initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected March 31 as its fiscal year end.
The Trust Account
Following the closing of the Initial Public Offering on February 2, 2021, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the statementssale of changesthe Private Placement Warrants was placed in stockholders’ equity fora trust account (the “Trust Account”), which have been invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds registered under the six-months ended September 30, 2012Investment Company Act of 1940, as amended and forcompliant with Rule 2a-7 thereof. Unless and until the periodCompany completes the initial Business Combination, it may pay its expenses only from January 4, 2010 (Inception) through September 30, 2012the net proceeds of the Initial Public Offering held outside the Trust Account, which as of February 22, 2021 were $949,314.
Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Initial Public Offering may not be released from the Trust Account until the earliest of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the statements of cash flows for the six-month periods ended September 30, 2012 and 2011 and for the period from January 4, 2010 (Inception) through September 30, 2012. These financial statements are the responsibilitysubstance or timing of the Company’s management.
Initial Business Combination
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering and the Private Placement are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of the Business Combination Marketing Fee). There is no assurance that the Company will be able to successfully effect an initial Business Combination.
The Company, after signing a definitive agreement for an initial Business Combination, will provide its public stockholders’ with the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets, after payment of deferred underwriting commissions, to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination.
If the Company holds a stockholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest, but less taxes payable. As a result, such shares of Class A common stock will be recorded at their redemption amount and classified as temporary equity, in accordance with the standardsFinancial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”
The Company will have until August 2, 2022 to complete a Business Combination. If the Company is unable to complete the initial Business Combination by August 2, 2022, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest, but less taxes payable (less up to $100,000 of interest to pay liquidation or dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Public Company Accounting Oversight Board (United States). A reviewCompany’s remaining stockholders and the Company’s board of interim financial information consists principallydirectors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of applying analytical procedurescreditors and making inquiriesthe requirements of persons responsibleother applicable law.
Each of our sponsor and Nautilus has agreed that it will be severally liable to us, on a pro rata basis based on the number of founder shares owned by them, if and to the extent any claims by a third party for financialservices rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and accounting matters. It is substantially less(ii) the actual amount per public share held in scope than an audit conducted in accordance with standardsthe trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less interest released to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor or Nautilus to reserve for such indemnification obligations, nor have we independently verified whether our sponsor or Nautilus have sufficient funds to satisfy such indemnity obligations and believe that the only assets of our sponsor and Nautilus are securities of our company. Therefore, we cannot assure you that our sponsor or Nautilus would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
The Sponsor, the Company’s officers and directors and certain initial stockholders have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the initial Business Combination by August 2, 2022. However, if the Sponsor or any of the Company’s directors or officers acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company Accounting Oversight Board (United States),fails to complete the objectiveinitial Business Combination within the prescribed time period.
In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers, directors, and Nautilus have entered into a letter agreement with us, pursuant to which isthey have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the expressioncompletion of an opinion regardingour initial business combination or otherwise. HB Strategies has agreed to the financial statements takenforegoing terms except that it will not waive redemption rights with respect to its public shares.
We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements.
Liquidity
As of February 22, 2021, the Company had approximately $949,000 in cash and working capital of approximately $742,000.
The Company's liquidity needs prior to the consummation of the Initial Public Offering were satisfied through a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
Risks and Uncertainties
Management is incurrently evaluating the development stageimpact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not commenced operations. Its ability to continuereadily determinable as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company and ultimately achieve profitable operations. These conditions raise substantial doubt about its ability to continue as a going concern.the date of these condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| September 30, 2012 | ||||||||
| (Unaudited) | March 31, 2012 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 3,151 | $ | 969 | ||||
| Prepaid expenses | 20,000 | 0 | ||||||
| Total current assets | 23,151 | 969 | ||||||
| TOTAL ASSETS | $ | 23,151 | $ | 969 | ||||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | 2,750 | $ | 800 | ||||
| Total current liabilities | 2,750 | 800 | ||||||
| TOTAL LIABILITIES | 2,750 | 800 | ||||||
| STOCKHOLDERS’ (DEFICIENCY) EQUITY | ||||||||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding | - | - | ||||||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 5,376,344 issued and outstanding | 538 | 500 | ||||||
| Additional paid-in capital | 119,662 | 60,000 | ||||||
| Deficit accumulated during development stage | (99,799 | ) | (60,331 | ) | ||||
| Total stockholders’ (deficiency) equity | 20,401 | 169 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) EQUITY | $ | 23,151 | $ | 969 | ||||
| PINSTRIPESNYS, INC. | ||||||||||||||||||||
| (A DEVELOPMENT STAGE COMPANY) | ||||||||||||||||||||
| STATEMENTS OF OPERATIONS | ||||||||||||||||||||
| FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 | ||||||||||||||||||||
| AND FROM JANUARY 4, 2010 (INCEPTION) TO SEPTEMBER 30, 2012 | ||||||||||||||||||||
(Unaudited) Three Months Ended September 30, | (Unaudited) Six Months Ended September 30, | (Unaudited) From Inception to September 30, | ||||||||||||||||||
| 2012 | 2011 | 2012 | 2011 | 2012 | ||||||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
| General and administrative expenses | 13,115 | 5,440 | 39,468 | 15,058 | 99,499 | |||||||||||||||
| Net (loss) before income taxes | (13,115 | ) | (5,440 | ) | (39,468 | ) | (15,058 | ) | (99,499 | ) | ||||||||||
| Provision for income taxes: | ||||||||||||||||||||
| Federal | - | - | - | - | - | |||||||||||||||
| State | - | - | - | - | 300 | |||||||||||||||
| Net (loss) | $ | (13,115 | ) | $ | (5,440 | ) | $ | (39,468 | ) | $ | (15,058 | ) | $ | (99,799 | ) | |||||
| Basic net (loss) per common share | $ | (0.002 | ) | $ | (0.001 | ) | $ | (0.008 | ) | $ | (0.003 | ) | $ | (0.023 | ) | |||||
| Weighted average number of | ||||||||||||||||||||
| common shares outstanding | 5,376,344 | 5,000,000 | 5,188,172 | 5,000,000 | 4,428,152 | |||||||||||||||
| PINSTRIPESNYS, INC. | ||||||||||||||||||||||||||||
| (A DEVELOPMENT STAGE COMPANY) | ||||||||||||||||||||||||||||
| STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIENCY) EQUITY | ||||||||||||||||||||||||||||
| FROM JANUARY 4, 2010 (INCEPTION) TO SEPTEMBER 30, 2012 | ||||||||||||||||||||||||||||
| Deficit Accumulated | Total | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional | During | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid-in Capital | Development Stage | (Deficiency) Equity | ||||||||||||||||||||||
| Balance - January 4, 2010 (Inception) | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
| Net (loss) | - | - | - | - | - | - | - | |||||||||||||||||||||
| Balance - March 31, 2010 | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
| Issuance of 5,000,000 shares of common stock on April 30, 2010 for $0.005 cash per share | - | - | 5,000,000 | 500 | 24,500 | - | 25,000 | |||||||||||||||||||||
| Additional capital provided by stockholder on October 11, 2010 (no shares issued) | - | - | - | - | 20,000 | - | 20,000 | |||||||||||||||||||||
| Net (loss) | - | - | - | - | - | (37,645 | ) | (37,645 | ) | |||||||||||||||||||
| Balance - March 31, 2011 | - | $ | - | 5,000,000 | $ | 500 | $ | 44,500 | $ | (37,645 | ) | $ | 7,355 | |||||||||||||||
| Additional capital provided by stockholder on August 9, 2011 (no shares issued) | - | - | - | - | 7,500 | - | 7,500 | |||||||||||||||||||||
| Additional capital provided by stockholder on February 9, 2012 (no shares issued) | - | - | - | - | 3,000 | - | 3,000 | |||||||||||||||||||||
| Additional capital provided by stockholder on February 14, 2012 (no shares issued) | - | - | - | - | 3,000 | - | 3,000 | |||||||||||||||||||||
| Additional capital provided by stockholder on March 7, 2012 (no shares issued) | - | - | - | - | 2,000 | - | 2,000 | |||||||||||||||||||||
| Net (loss) | - | - | - | - | - | (22,686 | ) | (22,686 | ) | |||||||||||||||||||
| Balance - March 31, 2012 | - | $ | - | 5,000,000 | $ | 500 | $ | 60,000 | $ | (60,331 | ) | $ | 169 | |||||||||||||||
| Issuance of 376,344 shares of common stock on July 1, 2012 to non-employees | - | - | 376,344 | $ | 38 | $ | 47,962 | - | $ | 48,000 | ||||||||||||||||||
| Additional capital provided by stockholder on July 9, 2012 (no shares issued) | - | - | - | - | 400 | - | 400 | |||||||||||||||||||||
| Additional capital provided by stockholder on July 17, 2012 (no shares issued) | - | - | - | - | 6,000 | - | 6,000 | |||||||||||||||||||||
| Additional capital provided by stockholder on August 10, 2012 (no shares issued) | - | - | - | - | 300 | - | 300 | |||||||||||||||||||||
| Additional capital provided by stockholder on August 24,2012 (no shares issued) | - | - | - | - | 5,000 | - | 5,000 | |||||||||||||||||||||
| Net (loss) | - | - | - | - | - | (39,468 | ) | (39,468 | ) | |||||||||||||||||||
| Balance – September 30, 2012 (Unaudited) | - | $ | - | 5,376,344 | $ | 538 | $ | 119,662 | $ | (99,799 | ) | $ | 20,401 | |||||||||||||||
| PINSTRIPESNYS, INC. | ||||||||||||
| (A DEVELOPMENT STAGE COMPANY) | ||||||||||||
| STATEMENTS OF CASH FLOWS | ||||||||||||
| FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 | ||||||||||||
| AND FROM JANUARY 4, 2010 (INCEPTION) TO SEPTEMBER 30, 2012 | ||||||||||||
(Unaudited) Six Months Ended September 30, 2012 | (Unaudited) Six Months Ended September 30, 2011 | (Unaudited) From Inception to September 30, 2012 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net (loss) | $ | (39,468 | ) | $ | 15,058 | $ | (99,799 | ) | ||||
| Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||||||||||||
| Non-employee stock compensation | 28,000 | - | 28,000 | |||||||||
| Changes in assets and liabilities: | ||||||||||||
| Decrease in prepaid expenses | 0 | 3,000 | 0 | |||||||||
| Increase in accounts payable and accrued expenses | 1,950 | 2,550 | 2,750 | |||||||||
| Net cash (used in) operating activities | (9,518 | ) | (9,508 | ) | (69,049 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Proceeds from the issuance of common stock | - | - | 25,000 | |||||||||
| Additional capital provided by stockholder | 11,700 | 7,500 | 47,200 | |||||||||
| Net cash provided by financing activities | 11,700 | 7,500 | 72,200 | |||||||||
| Net (decrease) increase in cash | 2,182 | (2,008 | ) | 3,151 | ||||||||
| Cash, at beginning of period | 969 | 5,855 | - | |||||||||
| Cash, at end of period | $ | 3,151 | $ | 3,847 | $ | 3,151 | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||||||
| Interest paid | $ | - | $ | - | $ | - | ||||||
| Taxes paid | $ | 300 | $ | - | $ | 300 | ||||||
NOTE 1: HISTORY
Basis of the major accounting policies is presented to assist the reader in evaluating the financial statements and other data contained herein.
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and reflect all adjustments which are in the opinion of management necessary for a fair statement of the results of the interim periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 2, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on February 4, 2021 and February 9, 2021. Interim results for the the three and nine months ended December 31, 2020 are not necessarily indicative of the results to be expected for the year ended March 31, 2021 or for any future interim periods. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
Emerging Growth Company
The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statement with another public company, which is neither an emerging growth company nor an emerging growth company, and which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of a financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities theand disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.statements. Actual results could differ from those estimatesestimates.
Cash and assumptions.
The Company considers all highly liquidshort-term investments purchased with an original maturity of three months or less when purchased to be cash equivalents.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to account forconcentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the services providedFederal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to it in exchange for equity issued to the service provider at thesignificant risks on such accounts.
Financial Instruments
The fair value of the services provided orCompany’s assets and liabilities, which qualify as financial instruments under the fair value ofFASB ASC 820, “Fair Value Measurement,” approximates the shares issued, whichever is more reliable. Note 6 more fully describes these arrangements andcarrying amounts represented in the related costs incurred.
Income Taxes
The Company accounts for income taxes undercomplies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability method in accordance with FASB ASC 740, Accountingapproach to financial accounting and reporting for Income Taxes.income taxes. Deferred income tax assets and liabilities are recognizedcomputed for the future tax consequences attributable to differences between the financial statement carrying amountsand tax bases of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured usingthat will result in future taxable or deductible amounts, based on enacted tax laws and rates expectedapplicable to apply to taxable income in the yearsperiods in which those temporarythe differences are expected to be recovered or settled. The effect onaffect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets and liabilities of a change in tax rates is recognized in income into the period that includes the enactment date.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the United Statesfinancial statement recognition and measurement of America require Company management to evaluate tax positions taken by the Company and recognize a tax liability or asset if the Company has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Company has concluded that as of March 31, 2012 and September 30, 2012, there are no material uncertain tax positions taken or expected to be taken that would require recognitionin a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of a liability or asset or disclosure in the financial statements.December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company may be subject to routine auditspotential examination by federal, state and city taxing jurisdictions; however, there are currently no audits for anyauthorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax periods in progress. Companyjurisdictions and compliance with federal, state and city tax laws. The Company’s management believesdoes not expect that the Company’s incometotal amount of unrecognized tax returns forbenefits will materially change over the years ended March 31, 2010 through 2012 remain subject to examination based on the normal statutory periods subject to audits, notwithstandingnext twelve months.
Recent Accounting Standards
Management does not believe that any events or circumstances that may exist which could expand the open period.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units at an offering price of operations$10.00 per Unit, which included 2,250,000 Units sold upon the full exercise by the underwriter of its over-allotment option, at $10.00 per Unit, generating gross proceeds of $172,500,000.
Each Unit consists of one share of the Company.
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,175,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) in a private placement to the Sponsor, Nautilus and HB Strategies generating gross proceeds of $5,175,000. One Private Placement Warrant entitles the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share.
A portion of the purchase price of the Private Placement Warrants were added to the proceeds from the Initial Public Offering placed in the Trust Account. If the Initial Business Combination is not completed by August 2, 2022, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
NOTE 3: COMMON AND PREFERRED STOCK5 — RELATED PARTY TRANSACTIONS
Founder Shares
On April 30, 2010, the Company sold 5,000,000 shares of the Company’s common stock, par value $0.0001 per share, to the Sponsor, at a purchase price of $25,000. On July 1, 2012, the Company issued 376,344 shares of the Company’s common stock to a third party as consideration for services performed. On February 24, 2020, the third party forfeited 257,649 shares of the Company’s common stock.
On February 24, 2020, the Company effectuated a recapitalization. Each outstanding share of the Company’s Common Stock became 0.8425 shares of Class B common stock, resulting in an aggregate of 4,312,500 Founder Shares outstanding and held by the Sponsor (up to 562,500 of which were subject to forfeiture if the underwriter’s over-allotment option was not exercised in full). On February 2, 2021, as a result of the underwriter’s election to fully exercise its over-allotment option, the 562,500 Founder Shares are no longer subject to forfeiture. All share and per-share amounts for periods and dates prior to December 2019 have been retroactively restated to reflect this split. Additionally, 75,000 shares of Class B Common Stock were issued to the Company’s three independent directors prior to the closing of this offering.
On August 14, 2020, the Sponsor forfeited an aggregate of 2,833,333 shares of Class B Common Stock to the Company for no consideration, and each of Nautilus and HB Strategies purchased from the Company 1,379,167 shares of Class B Common Stock for a purchase price of $2,043 (or an aggregate purchase price of $4,086).
On January 7, 2021, three initial stockholders of the Company forfeited an aggregate of 718,750 shares of Class B Common Stock at no cost, which the Company cancelled, resulting in an aggregate of 3,593,750 shares of Class B Common Stock outstanding and held by the Company’s initial stockholders.
On January 29, 2021, the Company effectuated a 1.2-for-1 forward stock split, resulting in an aggregate of 4,312,500 shares held by the Company’s initial stockholders.
Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time.
The Company’s initial stockholders, officers and directors have agreed, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 60 days after the initial Business Combination, or (iii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Administrative Fees
Commencing on January 29, 2021, the Company agreed to pay the Sponsor a total of $5,750 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
Notes Payable — Related Party
The Company issued promissory notes to certain initial stockholders of the Company, which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of the Initial Public Offering. All amounts due under the promissory notes were payable on the earlier of: (i) March 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. As of December 31, 2020, there was $135,325 outstanding under the promissory notes. The promissory notes were repaid from the proceeds of the Initial Public Offering.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor and certain other initial stockholders of the Company may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.
Underwriting Agreement
The Company has an underwriting agreement with Maxim Group LLC, an affiliate of its Sponsor, (“Maxim”), pursuant to which, Maxim will be paid a cash underwriting discount of $0.20 per Unit upon closing of the Initial Public Offering. Following the closing of the Initial Public Offering and the exercise of underwriters’ overallotment in full, Maxim was paid $3,450,000 of underwriting fees plus $352,500 of accountable expenses.
Business Combination Marketing Agreement
The Company has engaged Maxim Group LLC, an affiliate of its Sponsor, as advisors in connection with its initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential business combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its initial Business Combination and assist it with the preparation of press releases and public filings in connection with the initial Business Combination. The Company will pay Maxim Group LLC for such services upon the consummation of the initial Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable) or $6,037,500. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete an initial Business Combination.
NOTE 6 — COMMITMENTS
Registration Rights
The holders of the Founder Shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, warrants issuable upon conversion of working capital loans (if any), and the shares of Class A common stock issuable upon exercise of or conversion of the foregoing are entitled to registration rights pursuant to certain registration rights agreements executed on January 29, 2021, requiring the Company to register such securities for resale (in the case of the initial shares, only after conversion to the Company’s Class A common stock). Certain 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 our completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, the Sponsor may not exercise its demand and “piggyback” registration rights after five (5) and (7) years, respectively, after the effective date of the registration statement filed in connection with the Initial Public Offering and may not exercise its demand rights on more than one occasion. In addition, if Hudson Bay acquires Units in the Initial Public Offering and becomes an affiliate (as defined in the Securities Act) of us following such offering, the Company has agreed to file a registration statement following such offering to register the resale of the Units (including the shares of Class A common stock and warrants included in the Units) purchased by Hudson Bay (or its nominee) in the Initial Public Offering. Pursuant to the Company’s registration rights agreement with its initial stockholders, the Company will be liable for certain liquidated damages for failure to honor such holders' registration rights described herein. There is no defined maximum allowed amount of potential liquidated damages in the registration rights agreement with the Company’s initial stockholders. The Company’s registration rights agreement with its initial stockholders expires upon the earlier of (i) the tenth anniversary of the date it was executed or (ii) the date as of which (A) all of the registrable securities (as defined therein) have been sold pursuant to a registration statement or (B) with respect to any holder, such holder ceasing to hold registrable securities.
NOTE 7 — STOCKHOLDER’S EQUITY
Common Stock
The authorized common stock of the Company includes up to 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of an initial Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to us). If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the initial Business Combination to the extent the Company seeks stockholder approval in connection with the initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. On February 24, 2020, the Company effectuated a recapitalization. Each outstanding share of the Company’s Common Stock became 0.8425 shares of Class B common stock, resulting in an aggregate of 4,312,500 Founder Shares outstanding. On August 14, 2020, the Sponsor forfeited an aggregate of 2,833,333 shares of Class B Common Stock to the Company, and each of Nautilus and HB Strategies purchased from the Company 1,379,167 shares of Class B Common Stock. In January 2021, three initial stockholders of the Company forfeited an aggregate of 718,750 shares of Class B common stock at no cost, which we cancelled, resulting in an aggregate of 3,593,750 founder shares outstanding and held by our initial stockholders. On January 29, 2021, we effectuated a 1.2-for-1 forward stock split, resulting in an aggregate of 4,312,500 Class B shares held by our initial stockholders (up to 562,500 of which were subject to forfeiture if the underwriter’s over-allotment option was not exercised in full). On February 2, 2021, as a result of the underwriter’s election to fully exercise its over-allotment option, the 562,500 Founder Shares are no longer subject to forfeiture. As of December 31, 2020, there were no shares of Class A common stock issued or outstanding.
Preferred Stock
The Company is authorized to issue 100,000,000 shares of common stock at a par value of $0.0001 per share. Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights.
Warrants
Warrants may only be exercised for a whole number of Maxim Group LLC is the sole membershares. No fractional Warrants will be issued upon separation of the majority stockholderUnits and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of the Company as of September 30, 2012. The Company’s Secretary is alsoinitial Business Combination or (b) 12 months from the Chief Financial Officer of Maxim Group LLC. The officers and directorsclosing of the Company are involvedInitial Public Offering; provided in other business activities and may, in the future, become involved in other business opportunitieseach case that become available. Such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
The Warrants will expire five years after the completion of a law firm pursuantBusiness Combination or earlier upon redemption or liquidation.
The Private Placement Warrants are identical to a three year services agreementthe Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, subject to actcertain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as counselthey are held by the initial purchasers or such purchasers' permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants.
The Company may call the Warrants for redemption (except with respect to ongoing corporate and securities matters. The agreement requiresthe Private Placement Warrants):
| · | in whole and not in part; |
| · | at a price of $0.01 per warrant; |
| · | upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and |
| · | if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. |
If the Company calls the Warrants for redemption, management will have the option to issuerequire all holders that wish to exercise the Warrants to do so on a "cashless basis," as described in the warrant agreement.
NOTE 8 — SUBSEQUENT EVENTS
The Company has evaluated events that have occurred after the balance sheet up to the attorneys shares of common stock each yeardate the condensed financial statement were issued. Other than as compensation for their services. The first issuance of shares occurred on July 1, 2012 whendescribed above, the Company issued 376,344 sharesdid not identify any subsequent events that would have required adjustment to or disclosure in the attorneys as compensation for their services from April 9, 2012 through April 9, 2013. The next issuance is to occur on July 1, 2013 in an amount equal to 7% of the then-outstanding shares of stock and the final issuance on July 1, 2014 in an amount equal to 6% of the then-outstanding shares of stock. All shares, once issued, are fully vested, not restricted, and carry all pertinent rights and privileges afforded to all common shareholders. In accordance with FASB ASC 505-50, Equity-Based Payments to Non-Employees the Company recorded the shares based on the fair value of the services. The fair value of the services is expected to be $48,000 for the period from April 9, 2012 through April 9, 2013, of which $28,000 has been recorded as non-employee stock compensation for the six months ended September 30, 2012.
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
References in this report (the “Quarterly Report”) to the “Company,” “our,” “us” or “we” refer to Growth Capital Acquisition Corp. The following discussion and Analysisanalysis of Financial Conditionthe Company’s financial condition and Resultsresults of Operations.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of PinstripesNYS, Inc. (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Theincludes forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
Overview
We are a blank check company, incorporated under the laws of the State of Delaware on January 4, 2010 under the name PinstripesNYS, Inc., and changed our name to our current name on February 14, 2020. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objectiveformed for the next 12 months and beyond such time will be to achieve long-term growth potential throughpurpose of effecting a combination with an operating business. The Company will not restrict its potential candidate target companies to any specific business, industrymerger, capital stock exchange, asset acquisition, stock purchase, reorganization or geographical location and, thus, may acquire any type of business.
Although the we are not limited to a particular industry or sector for the purpose of consummating a Business Combination, we intends to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business or businesses consistent with the experience of our management team and affiliates of Maxim Group LLC (“Maxim”), the representative of the underwriters in the Initial Public Offering.
The issuance of additional shares of our stock in a Business Combination:
| • | may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock; | |
| • | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; | |
| • | could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; | |
| • | may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and | |
| • | may adversely affect prevailing market prices for our Class A common stock and/or warrants. |
Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:
| • | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; | |
| • | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; | |
| • | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; | |
| • | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; | |
| • | our inability to pay dividends on our common stock; | |
| • | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; | |
| • | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; | |
| • | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and | |
| • | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that is selected may be a financially unstable companyour plans to raise capital or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, weto complete our initial Business Combination will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
Six Months Ended September 30, 2012 | Six Months Ended September 30, 2011 | For the period from January 4, 2010 (Inception) to September 30, 2012 | ||||||||||
| Net Cash (Used in) Operating Activities | $ | (9,518 | ) | $ | (9,508 | ) | $ | (69,049 | ) | |||
| Net Cash (Used in) Investing Activities | $ | - | $ | - | $ | - | ||||||
| Net Cash Provided by Financing Activities | $ | 11,700 | $ | 7,500 | $ | 72,200 | ||||||
| Net (Decrease) Increase in Cash | $ | 2,182 | $ | (2,008 | ) | $ | 3,151 | |||||
Results of Operations
As of December 31, 2020, we had not conductedcommenced any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Companyoperations. All activity from January 4, 2010 (Inception),(inception) through September 30, 2012. It is unlikelyDecember 31, 2020 relates to our formation, our prior unconsummated initial public offering, and our Initial Public Offering. We will not generate any operating revenues until after the Companycompletion of our initial Business Combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. We have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continueselected March 31 as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.
For the sixthree and nine months ended September 30, 2012, the CompanyDecember 31, 2020, we had a net loss of $39,468, comprisedapproximately $114, which consisted of legal, accounting, auditapproximately $114 in general and other professional service fees incurred in relationadministrative costs.
Liquidity and Capital Resources
As of December 31, 2020, we had cash of $85,915.
Subsequent to the preparationquarterly period covered by this Quarterly Report, on February 2, 2021, we consummated our Initial Public Offering of 17,250,000 Units (the “Units” and, filingwith respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000.
Simultaneously with the closing of our Initial Public Offering, we consummated the sale of 5,175,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) in a private placement to our Sponsor, Growth Capital Sponsor LLC, Nautilus Carriers LLC, an affiliate of our Co-Chief Executive Officers, and HB Strategies LLC, an affiliate of Hudson Bay Capital Management LP generating gross proceeds of $5,175,000.
Transaction costs amounted to $4,294,613, consisting of $3,450,000 of underwriting fees, and $844,613 of other offering costs.
Following the closing of the Initial Public Offering on February 2, 2021, an aggregate of $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, which may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds registered under the Investment Company Act of 1940, as amended. Unless and until we complete the initial Business Combination, we may pay our expenses only from the net proceeds of the Initial Public Offering held outside the Trust Account, which as of February 2, 2021 were $968,580.
Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Initial Public Offering may not be released from the Trust Account until the earliest of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s periodic reports.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual obligations
We do not have any off-balance sheet arrangementslong-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $5,750 for office space, utilities and secretarial and administrative services. We began incurring these fees on January 29, 2021 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have or are reasonably likely tonot identified any critical accounting policies.
Recent accounting standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a current or futurematerial effect on the Company’sour condensed financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
We are a “smallersmaller reporting company”company as defined by Item 10Rule 12b-2 of Regulation S-K, the Company isExchange Act and are not required to provide the information otherwise required byunder this Item.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December 31, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our reports filed pursuant to the Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules regulations and related forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the periodthree months ended December 31, 2020, covered by this report.
| Item 1. | Legal Proceedings |
None.
| Item 1A. | Risk Factors. |
There have been no material changes from the risk factors previously disclosed in the Company’s most recent prospectus for the Initial Public Offering as filed with the SEC on February 2, 2021.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities |
Private Placement
On February 2, 2021, simultaneously with the closing of the Initial Public Offering, the Company is highly speculativecompleted the private sale of an aggregate of 5,175,000 Private Placement Warrants to the Company’s Sponsor, Growth Capital Sponsor LLC (the “Sponsor”), Nautilus Carriers LLC (“Nautilus”), an affiliate of our Co-Chief Executive Officers, and HB Strategies LLC ("HB"), an affiliate of Hudson Bay Capital Management LP at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $5,175,000. The Private Placement Warrants are identical to the Warrants sold as part of the Units in naturethe Initial Public Offering, except that the Sponsor, Nautilus and involves a high degree of risk. You should consider carefully the following risk factors before investing in our securities. IfHB have agreed not to transfer, assign or sell any of the following risks actually occurs, our business, financial condition, or results of operations could be adversely affected.
Use of Proceeds from the Company engage legal, accounting and auditing services. The engagementInitial Public Offering
Following the closing of such services can be costlythe Initial Public Offering and the Company is likely to incur losses which may adversely affectsale of Private Placement Warrants, $172,500,000 was placed into the Company’s ability to continue as a going concern. Additionally,trust account. The proceeds in the Sarbanes-Oxley Act of 2002 required that the Company establish and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act of 2002 and the limited time that management will devote to the Company may make it difficult for the Company to establish and maintain adequate internal controls over financial reporting. In the event the Company fails to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our financial condition and result in loss of investor confidence and a decline in our share price.
The Company Act”), since wepaid transaction costs of $4,294,613, consisting of $3,450,000 of underwriting fees, and $844,613 of other offering costs. The remaining proceeds of approximately $$968,580 held outside the Trust Account will not be engagedused to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.
There has been no material change in the businessplanned use of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determinationproceeds from the SECInitial Public Offering and Private Placement as to our status underis described in the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.
| Item 4. | Mine Safety Disclosures |
Not applicable.
| Item 5. | Other Information |
None.
| Item 6. | Exhibits. |
| * | Filed |
| ** | Furnished herewith |
| (1) | Incorporated by reference to the |
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 thereunto duly authorized.
| /s/ | ||
| Name: | ||
| Title: | ||
| (Principal Executive Officer) | ||
| Date: February 22, 2021 | /s/ George Syllantavos | |
| Name: | George Syllantavos | |
| Title: | Co-Chief Executive Officer and Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||