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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Gaming and Hospitality Acquisition Corporation | NASDAQ:GHAC | 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% | 10.065 | 10.03 | 16.10 | 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
|
84-5014306
|
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
|
incorporation or organization)
|
Identification No.)
|
|
3755 Breakthrough Way #300 Las Vegas, Nevada
|
89135
|
|
(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, $0.0001 par value, and
one-third
of one redeemable warrant to purchase one share of Class A common stock
|
GHACU
|
The Nasdaq Stock Market LLC
|
||
Class A common stock, par value $0.0001 per share
|
GHAC
|
The Nasdaq Stock Market LLC
|
||
Redeemable warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment
|
GHACW
|
The Nasdaq Stock Market LLC
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
September 30,
2021 |
December 31,
2020
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$ | 824,306 | $ | 25,000 | ||||
Prepaid expenses
|
740,237 | — | ||||||
|
|
|
|
|||||
Total current assets
|
1,564,543 | 25,000 | ||||||
Deferred offering costs
|
— | 550,046 | ||||||
Cash held in Trust Account
|
200,012,011 | — | ||||||
|
|
|
|
|||||
Total assets
|
$ | 201,576,554 | $ | 575,046 | ||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$ | 595,794 | $ | 526,759 | ||||
Advances from Sponsor
|
— | 34,236 | ||||||
|
|
|
|
|||||
Total current liabilities
|
595,794 | 560,995 | ||||||
Warrant liabilities
|
4,848,084 | — | ||||||
Deferred underwriting fee payable
|
7,000,000 | — | ||||||
|
|
|
|
|||||
Total liabilities
|
12,443,878 | 560,995 | ||||||
|
|
|
|
|||||
Commitments and contingencies
|
||||||||
Class A common stock subject to possible redemption, $0.0001 par value, 20,000,000 and no shares, at September 30, 2021 and December 31, 2020, respectively, at redemption value
|
200,000,000 | — | ||||||
|
|
|
|
|||||
Stockholders’ equity (deficit)
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding
|
— | — | ||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 777,500 and no shares issued and outstanding (excluding 20,000,000 and no shares subject to possible redemption), at September 30, 2021 and December 31, 2020, respectively
|
78 | — | ||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,000,000 shares issued and outstanding
|
500 | 500 | ||||||
Additional paid in capital
|
— | 24,500 | ||||||
Accumulated deficit
|
(10,867,902 | ) | (10,949 | ) | ||||
|
|
|
|
|||||
Total stockholders’ equity (deficit)
|
(10,867,324 | ) | 14,051 | |||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity
|
$ | 201,576,554 | $ | 575,046 | ||||
|
|
|
|
1 |
Three Months
Ended
September 30, 2021 |
Nine Months
Ended
September 30, 2021 |
|||||||
Formation costs and other operating expenses
|
$ | 1,090,145 | $ | 2,409,552 | ||||
|
|
|
|
|||||
Loss from operations
|
(1,090,145 | ) | (2,409,552 | ) | ||||
Other income (expense):
|
||||||||
Interest income on marketable securities held in Trust Account
|
2,790 | 12,011 | ||||||
Change in fair value of warrant liabilities
|
2,429,224 | 1,249,241 | ||||||
|
|
|
|
|||||
Other income (expense), net
|
2,432,014 | 1,261,252 | ||||||
|
|
|
|
|||||
Net income (loss)
|
$ | 1,341,869 | $ | (1,148,300 | ) | |||
|
|
|
|
|||||
Weighted average number of common shares outstanding:
|
||||||||
Class A - Public shares
|
20,000,000 | 17,500,000 | ||||||
Class A - Private shares
|
777,500 | 680,313 | ||||||
Class B - Common stock
|
5,000,000 | 4,921,875 | ||||||
Basic and diluted net income (loss) per share:
|
||||||||
Class A - Public shares
|
$ | 0.05 | $ | (0.05 | ) | |||
|
|
|
|
|||||
Class A - Private shares
|
$ | 0.05 | $ | (0.05 | ) | |||
|
|
|
|
|||||
Class B - Common stock
|
$ | 0.05 | $ | (0.05 | ) | |||
|
|
|
|
2 |
Class A
|
Class B
|
Additional
|
Total
|
|||||||||||||||||||||||||
Common Stock
|
Common Stock
|
Paid-in
|
Accumulated
|
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity (Deficit)
|
||||||||||||||||||||||
Balance—December 31, 2020
|
|
—
|
|
|
—
|
|
|
5,000,000
|
|
$
|
500
|
|
$
|
24,500
|
|
$
|
(10,949
|
)
|
$
|
14,051
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Issuance of common stock (private units), net of proceeds allocated to private warrant liability
|
777,500 | 78 | — | — | 7,544,264 |
|
—
|
|
7,544,342 | |||||||||||||||||||
Net loss
|
— | — |
|
—
|
|
(1,104,873 | ) | (1,104,873 | ) | |||||||||||||||||||
Accretion to Class A common stock redemption amount
|
— | — | — | — | (7,568,764 | ) | (9,708,653 | ) | (17,277,417 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - March 31, 2021 (Unaudited)
|
|
777,500
|
|
$
|
78
|
|
|
5,000,000
|
|
$
|
500
|
|
$
|
—
|
|
$
|
(10,824,475
|
)
|
$
|
(10,823,897
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss
|
— | — | — | — | — | (1,385,296 | ) | (1,385,296 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - June 30, 2021 (Unaudited)
|
|
777,500
|
|
$
|
78
|
|
|
5,000,000
|
|
$
|
500
|
|
$
|
—
|
|
$
|
(12,209,771
|
)
|
$
|
(12,209,193
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
— | — | — | — | — | 1,341,869 | 1,341,869 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - September 30, 2021 (Unaudited)
|
|
777,500
|
|
$
|
78
|
|
|
5,000,000
|
|
$
|
500
|
|
$
|
—
|
|
$
|
(10,867,902
|
)
|
$
|
(10,867,324
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
Cash flow from operating activities:
|
||||
Net loss
|
$ | (1,148,300 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Interest income earned on marketable securities held in Trust Account
|
(12,011 | ) | ||
Change in fair value of warrant liabilities
|
(1,249,241 | ) | ||
Transaction costs allocable to warrant liabilities
|
344,981 | |||
Changes in operating assets and liabilities
|
||||
Prepaid expenses
|
(740,237 | ) | ||
Accounts payable and accrued expenses
|
584,845 | |||
|
|
|||
Net cash used in operating activities
|
(2,219,963 | ) | ||
|
|
|||
Cash flow from investing activities:
|
||||
Investment of cash in Trust Account
|
(200,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
(200,000,000 | ) | ||
|
|
|||
Cash flows from financing activities:
|
||||
Proceeds from promissory note—Sponsor
|
37,470 | |||
Paydown of promissory note—Sponsor
|
(71,706 | ) | ||
Payment of deferred offering costs
|
(4,721,495 | ) | ||
Proceeds from issuance of common stock (public units)
|
200,000,000 | |||
Proceeds from issuance of common stock (private units)
|
7,775,000 | |||
|
|
|||
Net cash provided by financing activities
|
203,019,269 | |||
|
|
|||
Net change in cash
|
799,306 | |||
|
|
|||
Cash at the beginning of the period
|
25,000 | |||
Cash at the end of the period
|
$ | 824,306 | ||
|
|
|||
Supplemental disclosure of
non-cash
activities:
|
||||
Deferred underwriting fees payable
|
$ | 7,000,000 | ||
|
|
|||
Initial classification of common stock subject to possible redemption
|
$ | 200,000,000 | ||
|
|
|||
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities
|
$ | (6,097,325 | ) | |
|
|
4 |
5 |
6 |
7 |
|
|
For the three
months ended
September 30, 2021
|
|
|
For the nine
months ended
September 30, 2021
|
|
||||||||||||||||||
|
|
Class A
common stock
subject to
redemption |
|
|
Non-redeemable
Class A common stock |
|
|
Class B
Common Stock |
|
|
Class A
common stock
subject to
redemption |
|
|
Non-redeemable
Class A common stock |
|
|
Class B
Common Stock |
|
||||||
Basic and diluted net income (loss) per common stock
|
|
|
|
|
|
|
||||||||||||||||||
Numerator:
|
|
|
|
|
|
|
||||||||||||||||||
Allocation of net income (loss)
|
$ | 1,041,117 | $ | 40,473 | $ | 260,279 | $ | (869,842 | ) | $ | (33,815 | ) | $ | (244,643 | ) | |||||||||
Denominator:
|
||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding
|
20,000,000 | 777,500 | 5,000,000 | 17,500,000 | 680,313 | 4,921,875 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic and diluted net income (loss) per common stock
|
$ | 0.05 | $ | 0.05 | $ | 0.05 | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.05 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
8 |
Gross proceeds
|
$ | 200,000,000 | ||
Less: Proceeds allocated to Public Warrants
|
(5,866,667 | ) | ||
Less: Class A common stock issuance costs
|
(11,410,750 | ) | ||
Add: Accretion of carrying value to redemption value
|
17,277,417 | |||
|
|
|||
Class A common stock subject to possible redemption
|
200,000,000 | |||
|
|
9 |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
10 |
|
11
|
|
12 |
• |
Founder Shares and Private Shares are subject to certain transfer restrictions, as described in more detail below
|
• |
The Initial Stockholders have agreed to
|
• |
waive redemption rights with respect to Founder Shares, Private Shares, and any Public Shares held by them in connection with the completion of the initial Business Combination;
|
• |
waive redemption rights with respect to Founder Shares, Private Shares, and any Public Shares held by them in connection with a stockholder vote to approve an amendment to the amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity; and
|
• |
waive their rights to liquidating distributions from the Trust Account with respect to Founder Shares if the Company fails to complete the initial Business Combination during the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold
|
• |
Founder Shares are shares of Class B common stock that will automatically convert into shares of Class A common stock at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, on a
one-for-one
|
• |
Are entitled to registration rights
|
• |
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; and
|
• |
if, and only if, the last reported sale price of Class A common stock 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 Public Warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like).
|
13 |
• |
Will be
non-redeemable
|
• |
May not, subject to certain limited exceptions, be transferred, assigned, or sold by the Sponsor until 30 days after the completion of the initial Business Combination (including the shares of Class A common stock issuable upon exercise of the Private Warrants)
|
• |
May be exercised on a cashless basis, so long as they are held by the Sponsor or its permitted transferees
|
14 |
Description
|
Level
|
September 30,
2021 |
||||||
Assets:
|
||||||||
Marketable securities held in Trust Account
|
1 | $ | 200,012,011 | |||||
Liabilities:
|
||||||||
Private Warrants
|
2 | $ | 181,417 | |||||
Public Warrants
|
1 | $ | 4,666,667 |
Private
|
Public
|
Warrant
Liabilities |
||||||||||
Fair value as of December 31, 2020
|
$ | — | $ | — | $ | — | ||||||
|
|
|
|
|
|
|||||||
Initial measurement on February 2, 2021
|
230,658 | 5,866,667 | 6,097,325 | |||||||||
Change in valuation inputs or other assumptions
(1)
|
(49,241 | ) | (1,200,000 | ) | (1,249,241 | ) | ||||||
|
|
|
|
|
|
|||||||
Fair value as of September 30, 2021
|
$ | 181,417 | $ | 4,666,667 | $ | 4,848,084 | ||||||
|
|
|
|
|
|
(1) |
Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the condensed statement of operations.
|
Fair value as of December 31, 2020
|
$ | — | ||
Initial measurement on February 2, 2021
|
6,097,325 | |||
Change in fair value
|
138,517 | |||
|
|
|||
Fair value as of March 31, 2021
|
6,235,842 | |||
Transfer of Public Warrants to Level 1 measurement
|
(6,000,000 | ) | ||
Change in fair value
|
41,466 | |||
|
|
|||
Fair value as of June 30, 2021
|
277,308 | |||
Transfer of Private Warrants to Level 2 measurement
|
(277,308 | ) | ||
Fair value as of September 30, 2021
|
$ | — | ||
|
|
15 |
16 |
17 |
18 |
19 |
20 |
* |
Filed herewith.
|
** |
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.
|
21 |
GAMING & HOSPITALITY ACQUISITION CORP.
|
||||||
Date: November 12, 2021 | By: |
/s/ Mary Elizabeth Higgins
|
||||
Name: Title: |
Mary Elizabeth Higgins
Chief Executive Officer and Director
Principal Executive Officer
|
|||||
Date: November 12, 2021 | By: |
/s/ Andrei Scrivens
|
||||
Name: Title: |
Andrei Scrivens
Chief Financial Officer
Principal Financial and Accounting Officer
|
22 |
1 Year Gaming and Hospitality A... Chart |
1 Month Gaming and Hospitality A... Chart |
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