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Name | Symbol | Market | Type |
---|---|---|---|
Altitude Acquisition Corporation | NASDAQ:ALTUU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.10 | 8.68 | 11.56 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
85-2533565
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
|
400 Perimeter Center Terrace Suite 151
Atlanta,
Georgia
|
30346
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
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-half
of one redeemable warrant
|
ALTUU
|
The Nasdaq Stock Market LLC
|
||
Class A common stock, par value $0.0001 per share
|
ALTU
|
The Nasdaq Stock Market LLC
|
||
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
|
ALTUW
|
The Nasdaq Stock Market LLC
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page
|
||||||
Item 1.
|
1 | |||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2.
|
19 | |||||
Item 3.
|
22 | |||||
Item 4.
|
23 | |||||
Item 1.
|
24 | |||||
Item 1A.
|
24 | |||||
Item 2.
|
24 | |||||
Item 3.
|
25 | |||||
Item 4.
|
25 | |||||
Item 5.
|
25 | |||||
Item 6.
|
25 | |||||
27 |
September 30, 2021
(Unaudited)
|
December 31, 2020
|
|||||||
Assets:
|
(As Restated | ) | ||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 134,055 | $ | 764,329 | ||||
Prepaid expense
|
294,133 | 634,511 | ||||||
|
|
|
|
|||||
Total current assets
|
428,188 | 1,398,840 | ||||||
Investments held in Trust Account
|
300,019,322 | 300,000,082 | ||||||
|
|
|
|
|||||
Total assets
|
$ | 300,447,510 | $ | 301,398,922 | ||||
|
|
|
|
|||||
Liabilities and Stockholders’ Deficit:
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 232,057 | $ | 137,178 | ||||
Due to related party
|
92,089 | 2,885 | ||||||
|
|
|
|
|||||
Total current liabilities
|
324,146 | 140,063 | ||||||
Warrant liability
|
16,033,950 | 33,807,463 | ||||||
Deferred legal fee
|
4,594,437 | — | ||||||
Deferred underwriting fee
|
10,500,000 | 10,500,000 | ||||||
|
|
|
|
|||||
Total liabilities
|
31,452,533 | 44,447,526 | ||||||
Commitments and Contingencies
|
||||||||
Class A common stock subject to possible redemption, 30,000,000 and 30,000,000 shares subject to possible redemption at redemption value at September 30, 2021 and December 31, 2020, respectively
|
300,000,000 | 300,000,000 | ||||||
Stockholders’ deficit:
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
|
— | — | ||||||
Class A common stock, $0.0001 par value, 280,000,000 shares authorized
|
— | — | ||||||
Class B common stock, $0.0001 par value, 20,000,000 shares authorized, 7,500,000 and 7,500,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
|
750 | 750 | ||||||
Additional paid-in capital
|
— | — | ||||||
Accumulated deficit
|
(31,005,773 | ) | (43,049,354 | ) | ||||
|
|
|
|
|||||
Total stockholders’ deficit
|
(31,005,023 | ) | (43,048,604 | ) | ||||
|
|
|
|
|||||
Total liabilities and stockholders’ deficit
|
$ | 300,447,510 | $ | 301,398,922 | ||||
|
|
|
|
For the three
months ended |
For the
period from
August 12,
2020 (inception) through |
For the nine
months ended |
||||||||||
September 30,
2021 |
September 30,
2020 |
September 30,
2021 |
||||||||||
Formation and operating costs
|
$ | 4,903,000 | $ | 6,108 | $ | 5,749,195 | ||||||
|
|
|
|
|
|
|||||||
Loss from operations
|
(4,903,000 | ) | (6,108 | ) | (5,749,195 | ) | ||||||
Other income
|
||||||||||||
Interest Income
|
3 | — | 23 | |||||||||
Interest income earned on Trust
|
6,165 | — | 19,240 | |||||||||
Unrealized gain on change in fair value of warrants
|
4,327,824 | — | 17,773,513 | |||||||||
|
|
|
|
|
|
|||||||
Total other income
|
4,333,992 | — | 17,792,776 | |||||||||
|
|
|
|
|
|
|||||||
Net income (loss)
|
$ | (569,008 | ) | $ | (6,108 | ) | $ | 12,043,581 | ||||
|
|
|
|
|
|
|||||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
30,000,000 | — | 30,000,000 | |||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net income (loss) per share, Class A common stock
|
$ | (0.02 | ) | $ | — | $ | 0.32 | |||||
|
|
|
|
|
|
|||||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
7,500,000 | 6,250,000 | 7,500,000 | |||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net income (loss) per share, Class B common stock
|
$ | (0.02 | ) | $ | (0.00 | ) | $ | 0.32 | ||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Class B
|
Additional
Paid-In
Capital
|
Retained
Earnings
|
Total
Stockholders’
Equity
|
|||||||||||||||||
Common Stock
|
||||||||||||||||||||
Shares
|
Amount
|
|||||||||||||||||||
Balance as of August 12, 2020, (inception)
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||||
Class B common stock issued to Sponsor
|
|
7,187,500
|
|
|
719
|
|
|
24,281
|
|
|
25,000
|
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,108
|
)
|
|
(6,108
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of September 30, 2020 (unaudited)
|
|
7,187,500
|
|
$
|
719
|
|
$
|
24,281
|
|
$
|
(6,108
|
)
|
$
|
18,892
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Class B
|
Additional
Paid-In
Capital
|
Retained
Earnings
|
Total
Stockholders’
Deficit
|
|||||||||||||||||
Common Stock
|
||||||||||||||||||||
Shares
|
Amount
|
|||||||||||||||||||
Balance as of December 31, 2020, as restated
|
|
7,500,000
|
|
$
|
750
|
|
$
|
—
|
$
|
(43,049,354
|
)
|
$
|
(43,048,604
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,456,287
|
)
|
|
(6,456,287
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of March 31, 2021 (unaudited), as restated
|
|
7,500,000
|
|
$
|
750
|
|
$
|
—
|
$
|
(49,505,641
|
)
|
$
|
(49,504,891
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,068,876
|
|
|
19,068,876
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of June 30, 2021 (unaudited), as restated
|
|
7,500,000
|
|
$
|
750
|
|
$
|
—
|
$
|
(30,436,765
|
)
|
$
|
(30,436,015
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(569,008
|
)
|
|
(569,008
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of September 30, 2021 (unaudited)
|
|
7,500,000
|
|
$
|
750
|
|
$
|
—
|
$
|
(31,005,773
|
)
|
$
|
(31,005,023
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
For the Nine Months
Ended September 30, |
For the period from
August 12, 2020
(inception) through
September 30, |
|||||||
2021
|
2020
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income (loss)
|
$ | 12,043,581 | $ | (6,108 | ) | |||
Adjustments to reconcile net income
(loss)
to net cash used in operating activities:
|
||||||||
Interest earned on investments held in Trust Account
|
(19,240 | ) | — | |||||
Unrealized gain on change in fair value of warrant liability
|
(17,773,513 | ) | — | |||||
Changes in current assets and current liabilities:
|
||||||||
Prepaid assets
|
340,379 | — | ||||||
Deferred legal fee
|
4,594,437 | — | ||||||
Due to related party
|
89,204 | — | ||||||
Accounts payable
|
94,878 | 846 | ||||||
|
|
|
|
|||||
Net cash used in operating activities
|
(630,274 | ) | (5,262 | ) | ||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from issuance of Class B Common Stock
|
— | 25,000 | ||||||
Proceeds from issuance of promissory note related party
|
— | 275,000 | ||||||
Payment of deferred offering costs
|
— | (74,781 | ) | |||||
|
|
|
|
|||||
Net cash provided by financing activities
|
— | 225,219 | ||||||
Net Change in Cash
|
(630,274 | ) | 219,957 | |||||
Cash—Beginning
|
764,329 | — | ||||||
|
|
|
|
|||||
Cash—Ending
|
$ | 134,055 | $ | 219,957 | ||||
|
|
|
|
|||||
Supplemental disclosure of noncash financing activities
|
||||||||
Deferred offering costs included in accrued offering costs and expenses
|
$ | — | $ | 345,200 |
For the Three Months Ended
September 30, 2021 |
For the Nine Months Ended
September 30, 2021 |
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income per share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income
(loss)
|
$ | (455,206 | ) | $ | (113,802 | ) | $ | 9,634,865 | $ | 2,408,716 | ||||||
|
|
|
|
|
|
|
|
|||||||||
Denominator:
|
||||||||||||||||
Weighted-average shares outstanding
|
30,000,000 | 7,500,000 | 30,000,000 | 7,500,000 | ||||||||||||
Basic and diluted net income (loss) per share
|
$ | (0.02 | ) | $ | (0.02 | ) | $ | 0.32 | $ | 0.32 |
For the Period from August 12, 2020 (inception)
through September 30, 2020 |
||||||||
Class A
|
Class B
|
|||||||
Basic and diluted net income per share:
|
||||||||
Numerator:
|
||||||||
Allocation of net
loss
|
$ | — | $ | (6,108 | ) | |||
|
|
|
|
|||||
Denominator:
|
||||||||
Weighted-average shares outstanding
|
— | 6,250,000 | ||||||
Basic and diluted net loss per share
|
$ | — | $ | (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.
|
Gross proceeds from IPO
|
$ | 300,000,000 | ||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(19,987,400 | ) | ||
Common stock issuance costs
|
(15,968,970 | ) | ||
|
|
|||
Plus:
|
||||
Accretion of carrying value to redemption value
|
35,956,370 | |||
|
|
|||
|
|
|||
Contingently redeemable common stock
|
$ | 300,000,000 | ||
|
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon not less than 30 days’ prior written
notice of redemption (the “30-day redemption period”) to
each warrant holder; and
|
• |
if, and only if, the reported 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 three business days before the Company send the notice of redemption to the warrant holders.
|
September 30, 2021
|
Quoted
Prices In
Active
Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
Money Market Funds held in Trust Account
|
$ | 300,019,322 | $ | 300,019,322 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 300,019,322 | $ | 300,019,322 | $ | — | $ | — | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities:
|
||||||||||||||||
Warrant Liability – Public Warrants
|
$ | 10,200,000 | $ | 10,200,000 | $ | — | $ | — | ||||||||
Warrant Liability – Private Placement Warrants
|
$ | 5,833,950 | $ | — | $ | — | $ | 5,833,950 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 16,033,950 | $ | 10,200,000 | $ | — | $ | 5,833,950 | |||||||||
|
|
|
|
|
|
|
|
December 31, 2020
|
Quoted
Prices In
Active
Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
Money Market Funds held in Trust Account
|
$ | 300,000,082 | $ | 300,000,082 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 300,000,082 | $ | 300,000,082 | $ | — | $ | — | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities:
|
||||||||||||||||
Warrant Liability – Public Warrants
|
$ | 21,995,964 | $ | — | $ | — | $ | 21,995,964 | ||||||||
Warrant Liability – Private Placement Warrants
|
$ | 11,811,499 | $ | — | $ | — | $ | 11,811,499 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 33,807,463 | $ | — | $ | — | $ | 33,807,463 | |||||||||
|
|
|
|
|
|
|
|
Input
|
September 30, 2021
|
|||
Expected term (years)
|
5.48 | |||
Expected volatility
|
12.9 | % | ||
Risk-free interest rate
|
1.06 | % | ||
Fair value of the common stock price
|
$ | 9.84 |
Input
|
December 31, 2020
|
|||
Expected term (years)
|
5.85 | |||
Expected volatility
|
24.2 | % | ||
Risk-free interest rate
|
0.48 | % | ||
Fair value of the common stock price
|
$ | 9.63 |
Warrant
Liability
|
||||
Fair value as of December 31, 2020
|
$ | 33,807,463 | ||
Transfer out of Level 3 to Level 1
|
(10,200,000 | ) | ||
Revaluation of warrant liability included in other income within the statement of operations for the nine months ended September 30, 2021
|
(17,773,513 | ) | ||
|
|
|||
Fair value as of September 30, 2021
|
$ | 5,833,950 | ||
|
|
• |
The Company is authorized to issue a total of 1,000,000 shares of preferred stock at par value of $0.0001 each. At September 30, 2021 and December 31, 2020, there were no shares of preferred shares issued and outstanding.
|
• |
The Company is authorized to issue a total of 280,000,000 shares of Class A common stock at par value of $0.0001 each. At September 30, 2021 and December 31, 2020, there were there were no shares of Class A common stock issued and outstanding, excluding 30,000,000 and 30,000,000 of Class A common stock subject to redemption, respectively.
|
• |
The Company is authorized to issue a total of 20,000,000 shares of Class B common stock at par value of $0.0001 each. After giving retroactive effect to the forfeiture of shares and subsequent split described in Note 6, there were 7,503,750 shares of Class B common stock issued and outstanding at December 11, 2020. The Founder Shares included an aggregate of up to 978,750 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. On December 11, 2020, the underwriters partially exercised their over-allotment option, hence, 975,000 Founder Shares were no longer subject to forfeiture and 3,750 Founder Shares were forfeited for no consideration. As of September 30, 2021 and December 31, 2020, there were 7,500,000 shares of Class B common stock issued and outstanding.
|
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.
|
• |
We have implemented procedures intended to ensure that we identify and apply the applicable accounting guidance to all complex transactions.
|
• |
We are establishing additional monitoring and oversight controls designed to ensure the accuracy and completeness of our consolidated financial statements and related disclosures.
|
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.
|
* Filed herewith
|
** Furnished herewith
|
ALTITUDE ACQUISITION CORP.
|
||||||
Date: November 12, 2021 | By: |
/s/ Gary Teplis
|
||||
Name: Gary Teplis | ||||||
Title: Chief Executive Officer | ||||||
(Principal Executive Officer)
|
1 Year Altitude Acquisition Chart |
1 Month Altitude Acquisition Chart |
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