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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kadem Sustainable Impact Corporation | NASDAQ:KSI | 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% | 10.15 | 10.08 | 10.16 | 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 |
86-1306839 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) | |
30 Broad Street, 14th Floor New York, |
10004 | |
(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 warrant |
KSICU |
The Nasdaq Stock Market LLC | ||
Class A common stock, par value $0.0001 per share |
KSI |
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 |
KSICW |
The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page |
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27 |
As of March 31, 2022 (Unaudited) |
As of December 31, 2021 |
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ASSETS: |
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Current Assets: |
||||||||
Cash |
$ | 43,431 | $ | 62,821 | ||||
Deferred offering costs |
46,100 | — | ||||||
Prepaid expenses and other assets |
677,760 | 699,391 | ||||||
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|
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Total current assets |
767,291 | 762,212 | ||||||
Prepaid expenses - long term |
— | 134,155 | ||||||
Marketable Securities held in trust account |
175,090,551 | 175,013,336 | ||||||
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Total assets |
$ | 175,857,842 | $ | 175,909,703 | ||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities: |
||||||||
Accounts payable |
$ | 51,139 | $ | 34,078 | ||||
Accrued expenses |
1,109,472 | 350,033 | ||||||
State franchise tax accrual |
50,000 | 159,826 | ||||||
Working capital loan - related party |
300,000 | — | ||||||
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Total current liabilities |
1,510,611 | 543,937 | ||||||
Deferred underwriting discount and advisory fee |
7,000,000 | 7,000,000 | ||||||
Warrant liabilities |
2,386,000 | 7,406,250 | ||||||
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Total liabilities |
10,896,611 | 14,950,187 | ||||||
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COMMITMENTS AND CONTINGENCIES (NOTE 5) |
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Class A common stock subject to possible redemption, 17,500,000 shares at redemption value as of March 31, 2022 and December 31, 2021 |
175,000,000 | 175,000,000 | ||||||
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, 250,000,000 shares authorized, 0 shares issued and outstanding, excluding 17,500,000 shares subject to possible redemption |
— | — | ||||||
Class B common stock, $0.0001 par value, 20,000,000 shares authorized, 4,375,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021 |
437 | 437 | ||||||
Accumulated Deficit |
(10,039,206 | ) | (14,040,921 | ) | ||||
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Total Stockholders’ Deficit |
(10,038,769 | ) | (14,040,484 | ) | ||||
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Total Liabilities and Stockholders’ Deficit |
$ | 175,857,842 | $ | 175,909,703 | ||||
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For the Three Months Ended March 31, 2022 |
For the Three Months Ended March 31, 2021 |
|||||||
Operating expenses |
||||||||
General and administrative expenses |
$ | 1,043,305 | $ | 250,997 | ||||
State franchise taxes, other than income tax |
52,447 | — | ||||||
|
|
|
|
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Loss from operations |
1,095,752 | 250,997 | ||||||
Other (Income) Expenses: |
||||||||
Offering costs allocated to warrant liabilities |
— | 487,722 | ||||||
Change in fair value of warrant liabilities |
(5,020,250 | ) | (311,250 | ) | ||||
Interest and dividends earned on marketable securities held in trust account |
(77,217 | ) | (1,102 | ) | ||||
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Total other (income) expenses |
(5,097,467 | ) | 175,370 | |||||
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Net Income (Loss) |
$ | 4,001,715 | $ | (426,367 | ) | |||
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Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption |
17,500,000 | 2,472,826 | ||||||
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption |
$ | 0.18 | $ | (0.06 | ) | |||
Basic and diluted weighted average shares outstanding, Class B common stock |
4,375,000 | 5,230,903 | ||||||
Basic and diluted net income (loss) per share, Class B common stock |
$ | 0.18 | $ | (0.06 | ) |
Class A Common Stock |
Class B Common Stock |
Additional Paid - in |
||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Accumulated Deficit |
Stockholders’ Deficit |
||||||||||||||||||||||
Balance as of December 31, 2021 |
— | $ | — | 4,375,000 | $ | 437 | $ | — | $ | (14,040,921 | ) | $ | (14,040,484 | ) | ||||||||||||||
Net Income |
— | — | — | — | — | 4,001,715 | 4,001,715 | |||||||||||||||||||||
Balance as of March 31, 2022 (unaudited) |
— | $ | — | 4,375,000 | $ | 437 | $ | — | $ | (10,039,206 | ) | $ | (10,038,769 | ) | ||||||||||||||
Class A Common Stock |
Class B Common Stock |
Additional Paid - in |
||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Accumulated Deficit |
Stockholders’ Equity (Deficit) |
||||||||||||||||||||||
Balance as of January 1, 2021 |
— | $ | — | 5,750,000 | $ | 575 | $ | 24,425 | $ | — | $ | 25,000 | ||||||||||||||||
Class B Common Stock forfeited |
— | — | (718,750 | ) | (72 | ) | 72 | — | — | |||||||||||||||||||
Remeasurement of Class A common stock subject to possible redemption |
— | — | — | — | (24,497 | ) | (17,861,323 | ) | (17,885,820 | ) | ||||||||||||||||||
Net Loss |
— | — | — | — | — | (426,367 | ) | (426,367 | ) | |||||||||||||||||||
Balance as of March 31, 2021 (unaudited) |
— | $ | — | 5,031,250 | $ | 503 | $ | — | $ | (18,287,690 | ) | $ | (18,287,187 | ) | ||||||||||||||
For the Three Months ended March 31, 2022 |
For the Three Months ended March 31, 2021 |
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Cash Flow from operating activities |
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Net Income (Loss) |
$ | 4,001,715 | $ | (426,367 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities |
||||||||
Dividends earned and accretion of discount on marketable securities held in Trust Account |
(77,215 | ) | (1,083 |
) | ||||
Change in fair value of warrants |
(5,020,250 | ) | (311,250 | ) | ||||
Offering costs allocated to warrant liabilities |
— | 487,722 | ||||||
Changes in operating assets and liabilities |
||||||||
Increase in accounts payable and accrued expense s |
730,400 | 238,584 | ||||||
Decrease in state franchise tax accrual |
(109,826 | ) | — | |||||
Decrease (increase) in prepaid expenses and other assets |
155,786 | (1,480,455 | ) | |||||
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Net cash used in operating activities |
(319,390 | ) | (1,492,849 | ) | ||||
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Cash flows from investing activities |
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Cash deposited in Trust Account |
— | (175,000,000 | ) | |||||
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Net cash used in investing activities |
— | (175,000,000 | ) | |||||
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Cash flows from financing activities |
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Proceeds from issuance of Class A Common Stock and public warrants |
175,000,000 | |||||||
Proceeds from issuance of private placement warrants |
— | 4,875,000 | ||||||
Proceeds from issuance of Class B Common Stock |
25,000 | |||||||
Payment of underwriter discount and offering costs |
— | (2,949,717 | ) | |||||
Proceeds from working capital loan - related party |
300,000 | — | ||||||
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Net cash provided by financing activities |
300,000 | 176,950,283 | ||||||
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Net (decrease) increase in cash |
(19,390 | ) | 457,434 | |||||
Cash at beginning of period |
62,821 | — | ||||||
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Cash at end of period |
$ | 43,431 | $ | 457,434 | ||||
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Supplemental disclosure of non-cash financing activities |
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Initial classification of warrant liability |
$ |
— |
$ | 13,275,000 | ||||
Deferred underwriting discount and advisory fee |
$ | — | $ | 7,000,000 | ||||
Remeasurement of Class A common stock to redemption amount |
$ | — | $ | 17,885,820 | ||||
Offering costs included in accounts payable |
$ | 46,100 | $ | 23,825 |
For the three months ended March 31, 2022 |
For the three months ended March 31, 2021, |
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Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income (loss) per share |
||||||||||||||||
Numerator |
||||||||||||||||
Allocation of net income (loss) |
$ |
3,201,372 |
$ |
800,343 |
$ |
(136,860 |
) |
$ |
(289,507 |
) | ||||||
Denominator |
||||||||||||||||
Weighted average shares outstanding, basic and diluted |
17,500,000 |
4,375,000 |
2,472,826 |
5,230,903 |
||||||||||||
Basic and diluted net income (loss) per share |
$ |
0.18 |
$ |
0.18 |
$ |
(0.06 |
) |
$ |
(0.06 |
) | ||||||
Description |
Level |
As of March 31, 2022 |
As of December 31, 2021 |
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Assets: |
||||||||||||
Marketable securities held in Trust Account – money market mutual funds |
1 | $ | — | $ | 175,013,336 | |||||||
Liabilities: |
||||||||||||
Public Warrants |
1 | $ | 1,508,500 | $ | 4,725,000 | |||||||
Private Placement Warrants |
3 | $ | 877,500 | $ | 2,681,250 |
As of March 31, 2022 |
As of December 31, 2021 |
|||||||
Stock Price |
$ | 9.75 | $ | 9.68 | ||||
Exercise Price |
11.50 | 11.50 | ||||||
Expected term |
5.0 | 5.0 | ||||||
Risk-free rate |
2.42 | % | 1.26 | % | ||||
Annual volatility |
4.30 | % | 12 | % | ||||
Probability of successful acquisition |
90 | % | 90 | % | ||||
Dividend yield |
0 | % | 0 | % |
Description |
Public Warrants |
Private Placement Warrants |
Warrant Liabilities |
|||||||||
Balance - beginning of period as of January 1, 2022 |
$ | 4,725,000 | $ | 2,681,250 | $ | 7,406,250 | ||||||
Change in valuation inputs or other assumptions |
(3,216,500 | ) | (1,803,750 | ) | (5,020,250 | ) | ||||||
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Fair value as of March 31, 2022 |
$ | 1,508,500 | $ | 877,500 | $ | 2,386,000 | ||||||
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Description |
Public Warrants |
Private Placement Warrants |
Warrant Liabilities |
|||||||||
Balance - beginning of period as of January 1, 2021 |
$ |
— |
$ |
— |
$ |
— |
||||||
Issuance of Public and Private Placement Warrants |
4,875,000 |
8,400,000 |
13,275,000 |
|||||||||
Change in valuation inputs or other assumptions |
(262,500 |
) |
(48,750 |
) |
(311,250 |
) | ||||||
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Fair value as of March 31, 2021 |
$ |
4,612,500 |
$ |
8,351,250 |
$ |
12,963,750 |
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As of March 31, 2022 |
As of December 31, 2021 |
|||||||
Gross Proceeds |
$ | 175,000,000 | $ | 175,000,000 | ||||
Less: |
||||||||
Proceeds allocated to Public Warrants |
— | (8,400,000 | ) | |||||
Class A common stock issuance costs |
— | (9,485,819 | ) | |||||
Plus: |
||||||||
Remeasurement of Class A common stock to redemption amount |
— | (17,885,819 | ) | |||||
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Class A common stock subject to possible redemption |
$ | 175,000,000 | $ | 175,000,000 | ||||
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|
• | 30 days after the completion of the Initial Business Combination or, |
• | 12 months from the closing of the IPO. |
• | 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, referred to as the 30-day redemption period; and |
• | if, and only if, the last sale price of our 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, 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 in the warrant agreement |
• | upon a minimum of 30 days’ prior written notice of redemption; and |
• | if, and only if, the last 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 we send the notice of redemption to the warrant holders. |
Exhibit Number |
Description | |
31.1 | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) | |
31.2 | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) | |
32.1* | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 | |
32.2* | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 | |
101.INS | Inline XBRL Instance Document—the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | 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. |
Kadem Sustainable Impact Corporation | ||||||
(Registrant) | ||||||
Date: May 20, 2022 | By: | /s/ Charles Gassenheimer | ||||
Charles Gassenheimer | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) | ||||||
Date: May 20, 2022 | By: | /s/ Golchehreh Abtahian | ||||
Golchehreh Abtahian | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
1 Year Kadem Sustainable Impact Chart |
1 Month Kadem Sustainable Impact Chart |
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