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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Arena Fortify Acquisition Corporation | NASDAQ:AFACU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.23 | 4.17 | 16.65 | 0 | 01:00:00 |
☒ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1034 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
86-2228751 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock, $0.00001 par value per share, and one-half of one redeemable warrant |
AFACU |
The Nasdaq Stock Market LLC | ||
Shares of Class A common stock includes part of the units |
AFAC |
The Nasdaq Stock Market LLC | ||
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
AFACW |
The Nasdaq Stock Market LLC | ||
Shares of Class A common stock underlying redeemable warrants included as part of the units |
AFAC |
The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of the prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential investment opportunities; |
• | our public securities’ potential liquidity and trading; |
• | our ability to complete an initial business combination due to the uncertainty resulting from the COVID-19 pandemic, as well as from the emergence of variant strains of COVID-19, including the efficacy and adoption of recently developed vaccines with respect to COVID-19 and variant strains thereof; |
• | general market, political and economic conditions, including as a result of COVID-19 and the political environment of oil-producing regions, including uncertainty or instability resulting from civil disorder, an outbreak or escalation of armed hostilities or acts of war or terrorism; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance. |
ITEM 1. |
FINANCIAL STATEMENTS |
June 30, 2022 |
December 31, 2021 |
|||||||
(Unaudited) |
(Audited) |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash |
$ | 159,389 | $ | 696,759 | ||||
Prepaid expenses - current |
368,696 | 344,104 | ||||||
|
|
|
|
|||||
Total current assets |
528,085 | 1,040,863 | ||||||
Prepaid expenses - non-current |
114,795 | 267,623 | ||||||
Investments held in Trust Account |
176,265,685 | 175,956,892 | ||||||
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|
|
|
|||||
Total Assets |
$ |
176,908,565 |
$ |
177,265,378 |
||||
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|
|||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
||||||||
Current liabilities: |
||||||||
Accrued expenses |
334,628 | 368,094 | ||||||
Accrued offering costs |
$ | 591,576 | $ | 591,576 | ||||
|
|
|
|
|||||
Total current liabilities |
926,204 |
959,670 |
||||||
Initial stockholder loans |
3,450,000 | 3,450,000 | ||||||
Warrant liabilities |
1,404,650 | 7,037,500 | ||||||
|
|
|
|
|||||
Total Liabilities |
5,780,854 |
11,447,170 |
||||||
Commitments and Contingencies |
||||||||
Class A common stock subject to possible redemption, 17,250,000 shares at redemption value of $10.20 per share |
175,950,000 |
175,950,000 |
||||||
Stockholders’ Deficit |
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
— | — | ||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 17,250,000 shares subject to redemption) |
— | — | ||||||
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 4,312,500 shares issued and outstanding |
431 | 431 | ||||||
Additional paid-in capital |
— | — | ||||||
Accumulated deficit |
(4,822,720 | ) | (10,132,223 | ) | ||||
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|
|||||
Total Stockholders’ Deficit |
(4,822,289 |
) |
(10,131,792 |
) | ||||
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|
|||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
176,908,565 |
$ |
177,265,378 |
||||
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|
|
|
For the Three Months Ended |
For the Six Months Ended |
For the period from January 26, 2021 (inception) through June 30, 2021 |
||||||||||||||
June 30, 2022 |
June 30, 2021 |
June 30, 2022 |
||||||||||||||
General and administrative expenses |
$ | 255,430 | $ | 567 | $ | 622,813 | $ | 1,499 | ||||||||
Income tax expense |
|
|
9,347 |
|
|
|
— |
|
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|
9,347 |
|
|
|
— |
|
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|
|
|
|
|
|||||||||
Loss from operations |
(264,777 | ) | (567 | ) | (632,160 | ) | (1,499 | ) | ||||||||
Other income |
||||||||||||||||
Change in fair value of derivative warrant liabilities |
2,071,850 | — | 5,632,850 | — | ||||||||||||
Income from investments held in Trust Account |
182,614 | — | 308,793 | — | ||||||||||||
Interest income |
6 | — | 20 | 0 | ||||||||||||
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|||||||||
Net income (loss) |
$ | 1,989,693 | $ | (567 | ) | $ | 5,309,503 | $ | (1,499 | ) | ||||||
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Weighted average shares outstanding of Class A common stock, basic and diluted |
17,250,000 | — | 17,250,000 | — | ||||||||||||
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Basic and diluted net income per share, Class A common stock |
$ | 0.09 | $ | — | $ | 0.25 | $ | — | ||||||||
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Weighted average shares outstanding of Class B common stock, basic and diluted(1)(2) |
4,312,500 | 3,750,000 | 4,312,500 | 3,750,000 | ||||||||||||
Basic and diluted net income (loss) per share, Class B common stock |
$ | 0.09 | $ | (0.00 | ) | $ | 0.25 | $ | (0.00 | ) | ||||||
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1. |
The three-month period ended June 30, 2021 and the period from January 26, 2021 (inception) through June 30, 2021 exclude an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
2. |
In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the share contribution (see Note 5). |
Common Stock |
Additional |
Total |
||||||||||||||||||||||||||
Class A |
Class B |
Paid-in |
Accumulated |
Stockholders |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
(Deficit) |
||||||||||||||||||||||
Balance - January 1, 2022 |
— |
$ |
— |
4,312,500 |
$ |
431 |
$ |
— |
$ |
(10,132,223 |
) |
(10,131,792 |
) | |||||||||||||||
Net Income |
— |
— |
— |
— |
— |
3,319,810 |
3,319,810 |
|||||||||||||||||||||
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Balance - March 31, 2022 |
— |
— |
4,312,500 |
431 |
— |
(6,812,413 |
) |
(6,811,982 |
) | |||||||||||||||||||
Net Income |
— |
— |
— |
— |
— |
1,989,693 |
1,989,693 |
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Balance - June 30, 2022 |
— |
— |
4,312,500 |
431 |
— |
(4,822,720 |
) |
(4,822,289 |
) | |||||||||||||||||||
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Common Stock |
Additional |
Total |
||||||||||||||||||||||||||
Class A |
Class B |
Paid-in |
Accumulated |
Stockholders |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity |
||||||||||||||||||||||
Balance - January 26, 2021 (inception) |
— |
$ |
— |
— |
$ |
— |
$ |
— |
$ |
— |
— |
|||||||||||||||||
Issuance of Class B common stock to related parties (1)(2) |
— |
— |
4,312,500 |
575 |
24,425 |
— |
25,000 |
|||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
(932 |
) |
(932 |
) | |||||||||||||||||||
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|
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Balance - March 31, 2021 |
— |
— |
4,312,500 |
575 |
24,425 |
(932 |
) |
24,068 |
||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
(567 |
) |
(567 |
) | |||||||||||||||||||
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|
|||||||||||||||
Balance - June 30, 2021 |
— |
— |
4,312,500 |
575 |
24,425 |
(1,499 |
) |
23,501 |
||||||||||||||||||||
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1. |
Includes an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
2. |
In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the share contribution (see Note 5). |
For the Six Months Ended June 30, 2022 |
For the period from January 26, 2021 (inception) through June 30, 2021 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | 5,309,503 | $ | (1,499 | ) | |||
Adjustments to reconcile net income to cash used in operating activities: |
||||||||
Change in fair value of derivative warrant liabilities |
(5,632,850 | ) | — | |||||
Income from investments held in Trust Account |
(308,793 | ) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
128,237 | — | ||||||
Accrued offering costs and expenses |
(33,467 | ) | 1,499 | |||||
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|
|||||
Net cash used in operating activities |
(537,370 | ) | 0 | |||||
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|
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from note payable to related party |
— | 115,886 | ||||||
Payment of deferred offering costs |
— | (115,886 | ) | |||||
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|
|||||
Net cash provided by financing activities |
— | — | ||||||
|
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|
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Net change in cash |
(537,370 | ) | 0 | |||||
Cash - beginning of the period |
696,759 | — | ||||||
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|
|||||
Cash - end of the period |
$ |
159,389 |
$ |
0 |
||||
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Supplemental disclosure of noncash financing activities: |
||||||||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B common stock |
$ | — | $ | 25,000 | ||||
Deferred offering costs included in accrued offering costs |
$ | — | $ | 458,548 |
For the three months ended June 30, 2022 |
For the six months ended June 30, 2022 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income per common stock: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income - basic and diluted |
1,591,754 | 397,939 | 4,247,602 | 1,061,901 | ||||||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average common stock outstanding |
17,250,000 | 4,312,500 | 17,250,000 | 4,312,500 | ||||||||||||
Basic and diluted net income per common stock |
0.09 | 0.09 | 0.25 | 0.25 | ||||||||||||
For the three months ended June 30, 2021 |
For the period from January 26, 2021 (inception) through March 31, 2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net loss per common stock: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net loss - basic and diluted |
— | 567 | — | 1,499 | ||||||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average common stock outstanding |
— | 3,750,000 | — | 3,750,000 | ||||||||||||
Basic and diluted net loss per common stock |
— | 0.00 | — | 0.00 |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and |
• | if, and only if, the closing price of the Company’s 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 warrant holders. |
• | in whole and not in part; |
• | at a price of $0.10 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and |
• | if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $10.00 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 warrant holders. |
Gross proceeds |
$ | 172,500,000 | ||
Less: |
||||
Proceeds allocated to Public Warrants |
(9,487,500 | ) | ||
Issaunce costs related to Class A common stock |
(4,416,724 | ) | ||
Share contribution back to capital transaction |
(24,569 | ) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
17,378,793 | |||
|
|
|||
Class A common stock subject to possible redemption |
$ | 175,950,000 | ||
|
|
Fair Value Measured as of June 30, 2022 |
||||||||||||||||
Description |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets: |
||||||||||||||||
Investments held in Trust Account - U.S. Treasury Securities |
$ | 176,265,685 | $ | — | $ | — | $ | 176,265,685 | ||||||||
Liabilities: |
||||||||||||||||
Derivative warrant liabilities - Public warrants |
$ | 862,500 | $ | — | $ | — | $ | 862,500 | ||||||||
Derivative warrant liabilities - Private placement warrants |
$ | — | $ | — | $ | 542,150 | $ | 542,150 | ||||||||
Fair Value Measured as of December 31, 2021 |
||||||||||||||||
Description |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets: |
||||||||||||||||
Investments held in Trust Account - U.S. Treasury Securities |
$ | 175,956,892 | $ | — | $ | — | $ | 175,956,892 | ||||||||
Liabilities: |
||||||||||||||||
Derivative warrant liabilities - Public warrants |
$ | — | $ | — | $ | 4,312,500 | $ | 4,312,500 | ||||||||
Derivative warrant liabilities - Private placement warrants |
$ | — | $ | — | $ | 2,725,000 | $ | 2,725,000 |
June 30, |
December 31, |
|||||||
2022 |
2021 |
|||||||
Exercise price |
$ | 11.50 | $ | 11.50 | ||||
Stock price |
$ | 9.99 | $ | 9.87 | ||||
Volatility |
5.20 | % | 8.10 | % | ||||
Term (years) |
5.62 | 6.11 | ||||||
Risk-free rate |
2.97 | % | 1.35 | % |
Derivative liabilities as of December 31, 2021 - Level 3 |
$ | 7,037,500 | ||
Transfer of Public Warrants to Level 1 Measurement |
(4,312,500 | ) | ||
Change in fair value of derivative liabilities as of March 31, 2022 - Level 3 |
(1,380,570 | ) | ||
|
|
|||
Derivative liabilities as of March 31, 2022 - Level 3 |
$ | 1,344,430 | ||
Change in fair value of derivative liabilities as of June 30, 2022 - Level 3 |
(802,280 | ) | ||
|
|
|||
Derivative liabilities as of June 30, 2022 - Level 3 |
542,150 | |||
|
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. |
CONTROLS AND PROCEDURES |
ITEM 1. |
LEGAL PROCEEDINGS |
ITEM 1A. |
RISK FACTORS |
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
ITEM 4. |
MINE SAFETY DISCLOSURES |
ITEM 5. |
OTHER INFORMATION |
ITEM 6. |
EXHIBITS |
* | Filed herewith. |
** | Furnished. |
Date: August 11, 2022 | Arena Fortify Acquisition Corp. | |||||
By: | /s/ Daniel Zwirn | |||||
Daniel Zwirn | ||||||
Chief Executive Officer | ||||||
Date: August 11, 2022 | Arena Fortify Acquisition Corp. | |||||
By: | /s/ Kieran Goodwin | |||||
Kieran Goodwin | ||||||
Chief Financial Officer |
1 Year Arena Fortify Acquisition Chart |
1 Month Arena Fortify Acquisition Chart |
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