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Name | Symbol | Market | Type |
---|---|---|---|
AxonPrime Infrastructure Acquisition Corporation | NASDAQ:APMIU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.31 | 9.38 | 11.18 | 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
|
86-3116385
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
126 E. 56th St., 30th Floor
New York, New York
|
10022
|
|
(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-third of one warrant
|
APMIU
|
The Nasdaq Stock Market LLC
|
Class A common stock, par value $0.0001 per share
|
APMI
|
The Nasdaq Stock Market LLC
|
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
|
APMIW
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒ |
|
Emerging growth company
|
☒ |
PART I. FINANCIAL INFORMATION
|
||
Item 1.
|
F-2 | |
F-2 | ||
F-3 | ||
F-4 | ||
F-5 | ||
F-6 | ||
Item 2.
|
25 | |
Item 3.
|
28 | |
Item 4.
|
28 | |
PART II. OTHER INFORMATION
|
||
Item 1.
|
29
|
|
Item 1A.
|
29 | |
Item 2.
|
29 | |
Item 3.
|
30 | |
Item 4.
|
30 | |
Item 5.
|
30 | |
Item 6.
|
31 | |
32 |
Item 1. |
Financial Statements
|
For the three months ended June 30, 2022
|
For the six
months ended June 30, 2022
|
For the period from April 1, 2021 (inception) through
June 30, 2021
|
||||||||||
General and Administrative Expenses
|
$
|
479,990
|
$
|
920,584
|
$
|
1,930
|
||||||
Franchise tax expense
|
50,000
|
100,000
|
—
|
|||||||||
Loss from operations
|
(529,990
|
)
|
(1,020,584
|
)
|
(1,930
|
)
|
||||||
Other Income:
|
||||||||||||
Income earned on marketable securities held in trust account
|
216,449
|
226,965
|
—
|
|||||||||
Change in fair value of warrant liabilities
|
1,866,666
|
4,283,333
|
—
|
|||||||||
Net Income (Loss)
|
$
|
1,553,125
|
$
|
3,489,714
|
$
|
(1,930
|
)
|
|||||
Weighted average Class A common stock outstanding, basic and diluted
|
15,000,000
|
15,000,000
|
—
|
|||||||||
Basic and diluted net income (loss) per share, Class A
|
$
|
0.08
|
$
|
0.19
|
$
|
—
|
||||||
Weighted average Class B common stock outstanding, basic and diluted
|
3,750,000
|
3,750,000
|
3,973,315
|
|||||||||
Basic and diluted net income (loss) per share, Class B
|
$
|
0.08
|
$
|
0.19
|
$
|
—
|
Class B
Common Stock
|
||||||||||||||||||||
Shares
|
Amount
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Total
Stockholders' Deficit
|
||||||||||||||||
Balances as of December 31, 2021
|
3,750,000
|
$
|
375
|
$ | — |
$
|
(11,205,052
|
)
|
$
|
(11,204,677
|
)
|
|||||||||
Net income for the period
|
—
|
—
|
—
|
1,936,589
|
1,936,589
|
|||||||||||||||
Balances as of March 31, 2022 (unaudited)
|
3,750,000
|
375
|
—
|
(9,268,463
|
)
|
(9,268,088
|
)
|
|||||||||||||
Net income for the period
|
—
|
—
|
—
|
1,553,125
|
1,553,125
|
|||||||||||||||
Balances as of June 30, 2022 (unaudited)
|
3,750,000
|
$
|
375
|
$
|
—
|
$
|
(7,715,338
|
)
|
$
|
(7,714,963
|
)
|
Class B
Common Stock
|
||||||||||||||||||||
Shares
|
Amount
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Total
Stockholders' Equity
|
||||||||||||||||
Balances as of April 1, 2021 (inception)
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||||||||
Issuance of Class B common stock to Sponsor (1)(2)
|
4,312,500
|
431
|
24,569
|
—
|
25,000
|
|||||||||||||||
Net loss for the period
|
—
|
—
|
—
|
(1,930
|
)
|
(1,930
|
)
|
|||||||||||||
Balances as of June 30, 2021 (unaudited)
|
4,312,500
|
$
|
431
|
$
|
24,569
|
$
|
(1,930
|
)
|
$
|
23,070
|
(1)
|
Includes an aggregate of up to 562,500 Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 8).
|
(2)
|
On July 6, 2021, the Sponsor surrendered an aggregate of 4,312,500 shares of Class B common stock for no consideration, which were cancelled resulting in an aggregate of 4,312,500 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the
surrender of these shares (see Note 5 and Note 8).
|
For the period |
||||||||
For the six | from April 1, |
|||||||
months ended |
2021 (inception) |
|||||||
June 30, 2022 | to June 30, 2021 | |||||||
Cash flow from operating activities:
|
||||||||
Net income (loss)
|
$
|
3,489,714
|
$ | (1,930 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Interest earned on marketable securities held in trust account
|
(226,965 | ) | - | |||||
Change in fair value of warrant liabilities
|
(4,283,333
|
)
|
- | |||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid insurance
|
319,093 | - | ||||||
Accounts payable
|
222,959 | - | ||||||
Accrued expenses
|
(89,208
|
)
|
1,930 | |||||
Franchise tax payable
|
100,000 | - | ||||||
Due to related party
|
53,861 |
-
|
||||||
Net Cash used in Operating Activities
|
(413,879
|
)
|
- | |||||
Net change in cash
|
(413,879
|
)
|
- | |||||
Cash at the beginning of the period
|
449,254
|
- | ||||||
Cash at the end of the period
|
$
|
35,375
|
$ | - | ||||
Non-cash investing and financing activities:
|
||||||||
Deferred offering costs included in accrued expenses
|
$ | - | $ | 44,720 | ||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock
|
$ | - | $ | 25,000 |
For the three months ended
June 30, 2022
|
For the six months ended
June 30, 2022
|
For the period
from April 1,
2021 (inception)
to June 30, 2021
|
||||||||||||||||||
Class A
|
Class B
|
Class A | Class B |
Class B
|
||||||||||||||||
EPS
|
||||||||||||||||||||
Numerator:
|
||||||||||||||||||||
Allocation of net income (loss)
|
$
|
1,242,500
|
$
|
310,625
|
$ | 2,791,771 | $ | 697,943 | $ |
(1,930 | ) | |||||||||
Denominator:
|
||||||||||||||||||||
Basic and diluted weighted average shares outstanding
|
15,000,000
|
3,750,000
|
15,000,000 | 3,750,000 | 3,973,315 | |||||||||||||||
Basic and diluted net income (loss) per common stock
|
$
|
0.08
|
$
|
0.08
|
$ | 0.19 | $ | 0.19 | $ |
— |
Gross Proceeds
|
$
|
150,000,000
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(4,750,000
|
)
|
||
Class A common stock issuance costs
|
(8,272,181
|
)
|
||
Add:
|
||||
Accretion of carrying value to redemption value
|
13,022,181
|
|||
Class A common stock subject to possible redemption
|
$
|
150,000,000
|
●
|
in whole and not in part;
|
● |
at a price of $0.01 per Public Warrant;
|
● |
upon a minimum of 30 days’ prior written notice of redemption, which the Company
refers to as the 30-day redemption period; and
|
● |
if, and only if, the last reported 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 and for certain issuances of Class A common stock and equity-linked
securities as described below) 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 provided that holders will be
able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth under “Description of Securities — Warrants — Public
Stockholders’ Warrants” in the Final Prospectus based on the redemption date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described in “Description of Securities — Warrants — Public
Stockholders’ Warrants”;
|
● |
upon a minimum of 30 days’ prior written notice of redemption;
|
● |
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company will send
the notice of redemption to the warrant holders;
|
● |
if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current
prospectus relating thereto available throughout the 30-day period after written notice of redemption is given; and
|
● |
if, and only if, the last reported sale price of the Company’s Class A common stock is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and the like), the Private Placement Warrants are also concurrently called for redemption on the same
terms as the outstanding Public Warrants, as described above.
|
|
As of June 30,
|
As of December 31,
|
||||||||||
Description
|
Level
|
2022
|
2021
|
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account
|
1
|
$
|
150,277,532
|
$
|
150,000,566
|
|||||||
Liabilities:
|
||||||||||||
Private Placement Warrants
|
3
|
$
|
766,667
|
$
|
2,500,000
|
|||||||
Public Warrants
|
2
|
$
|
1,150,000
|
$
|
—
|
|||||||
Public Warrants |
1 | $ | — | $ | 3,700,000 |
Input
|
As of December 31,
2021
|
|||
Risk-free interest rate
|
1.35
|
%
|
||
Expected term (years)
|
5.00
|
|||
Expected volatility
|
7.5
|
%
|
||
Exercise price
|
$
|
11.50
|
||
Public stock price
|
$
|
9.82
|
• |
The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.
|
• |
The expected life of the warrants is assumed to be equivalent to their remaining contractual term.
|
• |
The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants.
|
• |
The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
|
Input
|
As of June 30,
2022
|
|||
Risk-free interest rate
|
3.03
|
%
|
||
Expected term (years)
|
5.00
|
|||
Expected volatility
|
2.3
|
%
|
||
Exercise price
|
$
|
11.50
|
||
Public stock price
|
$
|
9.68
|
|
Private Placement
Warrants
|
|||
Fair value as of December 31, 2021
|
$
|
2,500,000
|
||
Change in valuation inputs or assumptions(1)
|
(966,667
|
)
|
||
Fair value as of March 31, 2022(2)
|
$
|
1,533,333
|
||
Change in valuation inputs or assumptions(1)
|
(766,666 | ) | ||
Fair value as of June 30, 2022(2)
|
$ | 766,667 |
(1) |
Changes in valuation inputs or other assumptions are recognized in change in fair value of
warrant liabilities in the condensed statement of operations.
|
(2) |
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The
estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement during the period ended December 31, 2021 when the Public Warrants were separately listed and traded. There were no other transfers in or out of Level 3 for the six months ended June 30, 2022.
|
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
|
AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION
|
|
Date: August 23, 2022
|
/s/ Dinakar Singh
|
Dinakar Singh
|
|
Chief Executive Officer and Principal Financial Officer
|
|
(Duly Authorized and Principal Executive Officer)
|
1 Year AxonPrime Infrastructure... Chart |
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