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Name | Symbol | Market | Type |
---|---|---|---|
Disruptive Acquistion Corporation I | NASDAQ:DISAU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.74 | 9.82 | 11.73 | 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
|
Cayman Islands
|
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
11501 Rock Rose Avenue, Suite 200
Austin, Texas
|
78758
|
|
(Address of Principal Executive Offices)
|
Zip Code
|
Title of Each Class |
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
Class A ordinary shares, par value $0.0001 per share
|
DISA
|
The Nasdaq Stock Market LLC
|
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
|
DISAW
|
The Nasdaq Stock Market LLC
|
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
|
DISAU
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☒
|
Page
|
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1
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1
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1
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2
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3
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4
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5
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16
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20
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20
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22
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22
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22
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22
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22
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22
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22
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23
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Item 1. |
Financial Statements
|
March 31,
2023 (Unaudited)
|
December 31,
2022 |
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
27,732
|
$
|
28,039
|
||||
Prepaid expenses
|
52,501
|
90,445
|
||||||
Total current assets
|
80,233
|
118,484
|
||||||
Marketable securities held in trust account
|
17,748,244
|
278,984,824
|
||||||
Total assets
|
$
|
17,828,477
|
$
|
279,103,308
|
||||
Liabilities, redeemable ordinary shares and shareholders’ deficit
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
2,029,234
|
$
|
1,460,388
|
||||
Due to related party |
386,345 | 54,241 | ||||||
Promissory note - related party |
750,000 | — | ||||||
Total current liabilities
|
3,165,579
|
1,514,629
|
||||||
Warrant liabilities
|
1,148,328
|
177,421
|
||||||
Promissory note - related party - long term |
— | 750,000 | ||||||
Deferred underwriting discount
|
9,625,000
|
9,625,000
|
||||||
Total liabilities
|
13,938,907
|
12,067,050
|
||||||
Commitments and contingencies (see Note 6)
|
||||||||
Class A ordinary shares subject to possible redemption,1,709,100
and 27,500,000 shares at redemption value of $10.38 and $10.14 at March 31, 2023 and December 31, 2022, respectively
|
17,748,244
|
278,984,823
|
||||||
Shareholders’ deficit:
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0
shares issued and outstanding at March 31, 2023 and December 31, 2022
|
— |
— | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none
issued and outstanding, excluding 1,709,100 and 27,500,000 shares subject to possible redemption at March 31, 2023 and December 31, 2022
|
—
|
—
|
||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,875,000
shares issued and outstanding at March 31, 2023 and December 31, 2022
|
688
|
688
|
||||||
Additional paid-in capital
|
— |
—
|
||||||
Accumulated deficit
|
(13,859,362
|
)
|
(11,949,253
|
)
|
||||
Total shareholders’ deficit
|
(13,858,674
|
)
|
(11,948,565
|
)
|
||||
Total liabilities, redeemable ordinary shares and shareholders’ deficit
|
$
|
17,828,477
|
$
|
279,103,308
|
For the Three Months Ended March 31, |
||||||||
2023 |
2022 |
|||||||
Formation and operating costs
|
$
|
939,202
|
$ | 479,926 | ||||
Loss from operations
|
(939,202
|
)
|
(479,926 | ) | ||||
Other income (expense):
|
||||||||
Dividend earned on trust account
|
1,834,695 | 27,694 | ||||||
Change in fair value of warrant liabilities
|
(970,907
|
)
|
7,842,486 | |||||
Offering expenses related to warrant issuance
|
—
|
— | ||||||
Total other income (expense), net
|
863,788
|
7,870,180 | ||||||
Net income (loss)
|
$
|
(75,414
|
)
|
$ | 7,390,254 | |||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
16,610,509
|
27,500,000 |
||||||
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption
|
$ | (0.00 |
) |
$ | 0.21 | |||
Basic and diluted weighted average shares outstanding, Class B ordinary shares
|
6,875,000 |
6,875,000 |
||||||
Basic and diluted net income (loss) per share, Class B ordinary shares
|
$
|
(0.00
|
) |
$ | 0.21 |
Ordinary Shares
|
||||||||||||||||||||
Class B
|
|
|
|
|||||||||||||||||
Shares
|
Amount
|
Additional
Paid-In
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Deficit |
||||||||||||||||
Balance as of January 1, 2023
|
6,875,000
|
$
|
688
|
$
|
—
|
$
|
(11,949,253
|
)
|
$
|
(11,948,565
|
)
|
|||||||||
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value
|
— | — | — | (1,834,695 | ) | (1,834,695 | ) | |||||||||||||
Net loss
|
—
|
—
|
—
|
(75,414
|
)
|
(75,414
|
)
|
|||||||||||||
Balance as of March 31
, 2023
|
6,875,000
|
$
|
688
|
$
|
—
|
$
|
(13,859,362
|
)
|
$
|
(13,858,674
|
)
|
Ordinary Shares
|
||||||||||||||||||||||||||||
Class A
|
Class B
|
|
|
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid-In
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Deficit
|
||||||||||||||||||||||
Balance as of January 1, 2022
|
—
|
$
|
—
|
6,875,000
|
$
|
688
|
$
|
—
|
$
|
(21,539,671
|
)
|
$
|
(21,538,983
|
)
|
||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
—
|
7,390,254
|
7,390,254
|
|||||||||||||||||||||
Balance as of March 31, 2022
|
—
|
$
|
—
|
6,875,000
|
$
|
688
|
$
|
—
|
$
|
(14,149,417
|
)
|
$
|
(14,148,729
|
)
|
For the Three Months Ended
March 31,
|
||||||||
2023 |
2022
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net (loss) income
|
$ | (75,414 | ) | $ | 7,390,254 | |||
Adjustments to reconcile net (loss) income to net cash used in operating activities:
|
||||||||
Dividend earned on Trust account | (1,834,695 | ) | (27,694 | ) | ||||
Change in fair value of warrant liability
|
970,907 |
(7,842,486
|
)
|
|||||
Offering costs allocated to warrants
|
— | — | ||||||
Changes in current assets and current liabilities:
|
||||||||
Prepaid assets
|
37,945 |
97,287
|
||||||
Accounts payable and accrued expenses
|
568,846 | 198,223 | ||||||
Net cash used in operating activities
|
(332,411 | ) |
(184,416
|
)
|
||||
Cash Flows from Investing Activities: |
||||||||
Cash withdrawn from Trust Account in connection with redemption |
263,071,274 | — | ||||||
Net cash provided by investing activities |
263,071,274 | — | ||||||
Cash Flows from Financing Activities:
|
||||||||
Payment of redemptions
|
(263,071,274 | ) |
—
|
|||||
Proceeds from promissory note to related party |
332,104 | — | ||||||
Net cash provided by financing activities
|
(262,739,170) | — | ||||||
Net Change in Cash
|
(307 | ) | (184,416 | ) | ||||
Cash - Beginning
|
28,039 | 213,495 | ||||||
Cash - Ending
|
$ | 27,732 | $ | 29,079 | ||||
Supplemental Disclosure of Non-cash Financing Activities |
||||||||
Accretion for Class A Common Stock to redemption |
$ | 1,834,695 | $ | — |
For the Three Months Ended March 31,
|
||||||||||||||||
2023
|
2022
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net (loss) income per share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net (loss) income
|
$
|
(53,338
|
)
|
$
|
(22,076
|
)
|
$
|
5,912,203
|
$
|
1,478,051
|
||||||
Denominator:
|
||||||||||||||||
Weighted-average shares outstanding
|
16,610,509
|
6,875,000
|
27,500,000
|
6,875,000
|
||||||||||||
Basic and diluted net (loss) income per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
0.21
|
$
|
0.21
|
Contingently redeemable ordinary shares at December 31, 2021 | $ | 275,000,000 | ||
Plus: | ||||
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value | 3,984,823 | |||
Contingently redeemable ordinary shares at December 31, 2022 | $ | 278,984,823 | ||
Less: |
||||
Redemption
|
(263,071,274 | ) | ||
Plus: | ||||
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value | 1,834,695 |
|||
Contingently redeemable ordinary shares at March 31, 2023
|
$
|
17,748,244
|
• |
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 to each warrant holder; and
|
• |
if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading
“Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within a
30-trading day period ending
business days before the Company sends to the notice of redemption to the warrant holders. |
• |
in whole and not in part;
|
• |
at a price of $0.10 per warrant;
|
• |
upon not less than 30 days’ prior written notice of redemption to
each warrant holder;
|
• |
if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00
per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’
Warrants—Anti-dilution Adjustments”); and
|
• |
if the Reference Value is less than $18.00 per
share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’
Warrants—Anti-dilution Adjustments”), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as
the outstanding Public Warrants, as described above.
|
• |
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.
|
March 31,
|
Quoted Prices In
Active Markets
|
Significant Other
Observable
|
Significant Other
Unobservable
|
|||||||||||||
2023
|
(Level 1)
|
Inputs (Level 2)
|
Inputs (Level 3) |
|||||||||||||
Description
|
||||||||||||||||
Assets:
|
||||||||||||||||
Cash held in trust account
|
$
|
17,748,244
|
$
|
17,748,244
|
$
|
—
|
$ | — | ||||||||
Liabilities:
|
||||||||||||||||
Public Warrants
|
734,250
|
734,250
|
—
|
— | ||||||||||||
Private Warrants |
414,078 | — | — | 414,078 | ||||||||||||
Total |
$ | 1,148,328 | $ | 734,250 | $ | — | $ | 414,078 |
December 31,
|
Quoted Prices In
Active Markets
|
Significant Other
Observable
|
Significant Other
Unobservable
|
|||||||||||||
2022
|
(Level 1)
|
Inputs (Level 2)
|
Inputs (Level 3) |
|||||||||||||
Description
|
||||||||||||||||
Assets:
|
||||||||||||||||
Cash held in trust account
|
$
|
278,984,824
|
$
|
278,984,824
|
$
|
—
|
$ | — | ||||||||
Liabilities:
|
||||||||||||||||
Public Warrants
|
110,000
|
110,000
|
—
|
— | ||||||||||||
Private Warrants
|
67,421
|
—
|
—
|
67,421 | ||||||||||||
Total
|
$
|
177,421
|
$
|
110,000
|
$
|
—
|
$ | 67,421 |
|
December 31,
2022 |
March 31, 2023 |
||||||
Share price
|
$
|
10.08
|
$ | 10.19 | ||||
Strike price
|
$
|
11.50
|
$ |
11.50 | ||||
Term (in years)
|
0.61
|
1.67 | ||||||
Volatility
|
7.8
|
%
|
4.9 | % | ||||
Risk-free rate
|
4.75
|
%
|
4.25 | % | ||||
Dividend yield
|
0.00
|
%
|
0.00 | % |
Public
|
Private
Placement
|
Redeemable
(over-allotment)
|
Private Placement
(over-allotment)
|
Warrant Liabilities
|
||||||||||||||||
Fair value as of December 31, 2022
|
$
|
100,000
|
$
|
62,926
|
$
|
10,000
|
$
|
4,495
|
$
|
177,421
|
||||||||||
Change in valuation inputs or other assumptions
|
567,500
|
323,547
|
56,750
|
23,110
|
970,907
|
|||||||||||||||
Fair value as of March 31, 2023
|
$
|
667,500
|
$
|
386,473
|
$
|
66,750
|
$
|
27,605
|
$
|
1,148,328
|
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
|
Exhibit Number
|
Description
|
|
Amendment to Investment Management Trust Agreement, dated February 14, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by
reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2023).
|
||
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
||
101.INS
|
XBRL Instance Document.
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
|
By:
|
/s/ Phillip C. Caputo
|
||
Name:
|
Phillip C. Caputo
|
||
Title:
|
Chief Financial Officer
|
||
Dated: May 22, 2023
|
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