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Share Name | Share Symbol | Market | Type |
---|---|---|---|
SportsTek Acquisition Corporation | NASDAQ:SPTK | 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 | 10.05 | 10.15 | 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
|
85-4265519
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Units, each consisting of one Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant
|
SPTKU
|
The Nasdaq Stock Market LLC
|
||
Class A common stock included as part of the units
|
SPTK
|
The Nasdaq Stock Market LLC
|
||
|
SPTKW
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
||
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
||
Emerging growth company
|
☒
|
Page
|
|||
PART I - FINANCIAL INFORMATION
|
2 |
||
2
|
|||
2 |
|||
3 |
|||
4 |
|||
5 |
|||
6 |
|||
6 |
|||
8 |
|||
10 |
|||
14 |
|||
16 |
|||
16 |
|||
17 |
|||
17 |
|||
18 |
|||
19 | |||
20
|
|||
|
23
|
||
|
23 | ||
PART II - OTHER INFORMATION
|
24 | ||
24
|
|||
24
|
|||
|
24
|
||
24
|
|||
24
|
|||
24
|
|||
25
|
|||
26
|
September 30, 2021
|
December 31, 2020
|
|||||||
(unaudited)
|
||||||||
Assets:
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
674,319
|
$
|
153,938
|
||||
Prepaid expenses
|
502,069
|
—
|
||||||
Total current assets
|
1,176,388
|
153,938
|
||||||
Deferred offering costs associated with initial public offering
|
—
|
408,725
|
||||||
Cash and investments held in Trust Account
|
172,517,299
|
—
|
||||||
Total Assets
|
$
|
173,693,687
|
$
|
562,663
|
||||
Liabilities and Stockholders’ Equity (Deficit)
|
||||||||
Current liabilities:
|
||||||||
Accrued offering costs and expenses
|
$
|
796,655
|
$
|
362,230
|
||||
Due to related party
|
14,957
|
—
|
||||||
Promissory note – related party
|
—
|
176,000
|
||||||
Total current liabilities
|
811,612
|
538,230
|
||||||
Deferred underwriting fee
|
6,037,500
|
—
|
||||||
Warrant liability
|
14,087,350
|
—
|
||||||
Total liabilities
|
20,936,462
|
538,230
|
||||||
Commitments
|
||||||||
Class A Common Stock subject to possible redemption, $0.0001
par value; 17,250,000 and no shares issued and outstanding at redemption value of $10.00 per share at
September 30, 2021 and December 31, 2020, respectively
|
172,500,000
|
— | ||||||
Stockholders’ Equity (Deficit):
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
— | — | ||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; no
shares issued or outstanding (excluding 17,250,000 and no shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively
|
— | — | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 4,312,500
shares issued and outstanding at September 30, 2021 and December 31, 2020
|
431
|
431 | ||||||
Additional paid-in capital
|
— |
24,569
|
||||||
Accumulated deficit
|
(19,743,206
|
)
|
(567
|
)
|
||||
Total stockholders’ equity (deficit)
|
(19,742,775
|
)
|
24,433
|
|||||
Total Liabilities and Stockholders’ Equity (Deficit)
|
$
|
173,693,687
|
$
|
562,663
|
For the Three
Months Ended
September 30, 2021
|
For the Nine
Months Ended
September 30, 2021
|
|||||||
Formation and operating costs
|
$
|
252,818
|
$
|
1,321,588
|
||||
Loss from Operations
|
(252,818
|
)
|
(1,321,588
|
)
|
||||
Other income (expense):
|
||||||||
Interest earned on investments held in Trust Account
|
5,750
|
17,299
|
||||||
Offering costs allocated to warrants
|
—
|
(606,375
|
)
|
|||||
Change in fair value of warrant liability
|
(2,112,181
|
)
|
1,992,805
|
|||||
Total other income (expense), net
|
(2,106,431
|
)
|
1,403,729
|
|||||
Net income (loss)
|
|
(2,359,249
|
)
|
$
|
82,141
|
|||
Weighted average shares outstanding of Class A common stock
|
17,250,000
|
14,090,659
|
||||||
Basic and diluted net income (loss) per share, Class A common stock
|
|
(0.11
|
)
|
$
|
0.00
|
|||
Basic weighted average shares outstanding of Class B common stock
|
4,312,500
|
4,209,478
|
||||||
Basic and diluted net income (loss) per share, Class B common stock
|
|
(0.11
|
)
|
$
|
0.00
|
Class A
|
Class B
|
Additional
|
Total
|
|||||||||||||||||||||||||
Common stock
|
Common stock
|
Paid-in
|
Accumulated
|
Stockholders’
|
||||||||||||||||||||||||
Stock
|
Amount
|
Stock
|
Amount
|
Capital
|
Deficit
|
Equity (Deficit)
|
||||||||||||||||||||||
Balance as of January 1, 2021
|
—
|
$
|
—
|
4,312,500
|
$
|
431
|
$
|
24,569
|
$
|
(567
|
)
|
$
|
24,433
|
|||||||||||||||
Accretion of Class A common stock subject to possible redemption
|
— | — | — | — | (24,569 | ) | (19,824,780 | ) | (19,849,349 | ) | ||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(2,898,231
|
)
|
(2,898,231
|
)
|
|||||||||||||||||||
Balance as of March 31, 2021
|
—
|
$
|
—
|
4,312,500
|
$
|
431
|
$
|
—
|
$
|
(22,723,578
|
)
|
$
|
(22,723,147
|
)
|
||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
—
|
5,339,621
|
5,339,621
|
|||||||||||||||||||||
Balance as of June 30, 2021
|
—
|
$
|
—
|
4,312,500
|
$
|
431
|
$
|
—
|
$
|
(17,383,957
|
)
|
$
|
(17,383,526
|
)
|
||||||||||||||
Net loss
|
— | — | — | — | — | (2,359,249 | ) | (2,359,249 | ) | |||||||||||||||||||
Balance as of September 30, 2021
|
— | $ | — | 4,312,500 | $ | 431 | $ | — | $ | (19,743,206 | ) | $ | (19,742,775 | ) |
Cash flows from operating activities:
|
||||
Net income
|
$
|
82,141
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Interest earned on investments held in Trust Account
|
(17,299
|
)
|
||
Offering costs allocated to warrants
|
606,375
|
|||
Change in fair value of warrant liability
|
(1,992,805
|
)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(502,069
|
)
|
||
Due to related party
|
14,957
|
|||
Accrued offering costs and expenses
|
796,655
|
|||
Net cash used in operating activities
|
(1,012,045
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(172,500,000
|
)
|
||
Net cash used in investing activities
|
(172,500,000
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discount
|
169,050,000
|
|||
Proceeds from issuance of Private Placement Warrants
|
5,950,000
|
|||
Repayment of promissory note – related party
|
(176,000
|
)
|
||
Payment of offering costs
|
(791,574
|
)
|
||
Net cash provided by financing activities
|
174,032,426
|
|||
Net change in cash
|
520,381
|
|||
Cash, beginning of period
|
153,938
|
|||
Cash, end of the period
|
$
|
674,319
|
||
Supplemental disclosure of cash flow information:
|
||||
Deferred underwriters’ discount payable charged to additional paid-in capital
|
$
|
6,037,500
|
|
As Reported
|
Adjustment
|
As Restated
|
|||||||||
Balance Sheet as of March 31, 2021 (per form 10Q filed on May 28, 2021)
|
||||||||||||
Class A Common stock subject to possible redemption ($)
|
$
|
144,776,850
|
$
|
27,723,150
|
$
|
172,500,000
|
||||||
Class A common stock, $0.0001 par value
|
277
|
(277
|
)
|
—
|
||||||||
Additional Paid in Capital
|
7,898,093
|
(7,898,093
|
)
|
—
|
||||||||
Accumulated Deficit
|
(2,898,798
|
)
|
(19,824,780
|
)
|
(22,723,578
|
)
|
||||||
Total Stockholders’ Equity (Deficit)
|
5,000,003
|
(27,723,150
|
)
|
(22,723,147
|
)
|
|||||||
Class A common stock subject to redemption
|
14,477,685
|
2,772,315
|
17,250,000
|
|||||||||
Statement of Operations for the three months ended March 31, 2021 (per form 10Q filed on May 28, 2021)
|
||||||||||||
Weighted average shares outstanding, Class A common stock basic and diluted
|
17,250,000
|
(9,583,333
|
)
|
7,666,667
|
||||||||
Weighted average shares outstanding, Class B common stock basic and diluted
|
4,006,250
|
6,250
|
4,000,000
|
|||||||||
EPS – Class A common stock
|
$
|
—
|
$
|
(0.25
|
)
|
$
|
(0.25
|
)
|
||||
EPS – Class B common stock
|
$
|
(0.72
|
)
|
$
|
0.47
|
$
|
(0.25
|
)
|
||||
As Reported
|
Adjustment
|
As Restated
|
||||||||||
Condensed Statement of Cash Flows for the three months ended March 31, 2021
|
||||||||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Initial value of Class A common stock subject to possible redemption
|
$
|
143,583,030
|
$
|
143,583,030
|
$ | — | ||||||
Change in value of Class A common stock subject to possible redemption
|
$
|
(806,180
|
)
|
$
|
806,180
|
$ | — | |||||
As Reported
|
Adjustment
|
As Restated
|
||||||||||
Balance Sheet as of June 30, 2021 (per form 10Q filed on August 13, 2021)
|
||||||||||||
Class A common stock subject to possible redemption ($)
|
$
|
150,116,470
|
$
|
22,383,530
|
$
|
172,500,000
|
||||||
Class A common stock, $0.0001 par value
|
224
|
(224
|
)
|
—
|
||||||||
Additional Paid in Capital
|
2,558,526
|
(2,558,526
|
)
|
—
|
||||||||
Retained Earnings (Accumulated Deficit)
|
2,440,823
|
(19,824,780
|
)
|
(17,383,957
|
)
|
|||||||
Total Stockholders’ Equity (Deficit)
|
5,000,004
|
(22,383,530
|
)
|
(17,383,526
|
)
|
|||||||
Class A common stock subject to redemption
|
15,011,647
|
2,238,353
|
17,250,000
|
|||||||||
Statement of Operations for the six months ended June 30, 2021 (per form 10Q filed on August 13, 2021)
|
||||||||||||
Weighted average shares outstanding, Class A common stock basic and diluted
|
17,250,000
|
4,765,193
|
12,484,807
|
|||||||||
Weighted average shares outstanding, Class B common stock basic
|
4,160,221
|
3,108
|
4,157,113
|
|||||||||
Weighted average shares outstanding, Class B common stock diluted
|
4,312,500
|
—
|
4,312,500
|
|||||||||
EPS – Class A common stock
|
$
|
—
|
$
|
0.15
|
$
|
0.15
|
||||||
Basic EPS – Class B common stock
|
$
|
0.59
|
$
|
(0.44
|
)
|
$
|
0.15
|
|||||
Diluted EPS – Class B common stock
|
$
|
0.57
|
$
|
(0.42
|
)
|
$
|
0.15
|
|||||
Statement of Operations for the three months ended June 30, 2021 (per form 10Q filed on August 13, 2021)
|
||||||||||||
Weighted average shares outstanding, Class A common stock basic and diluted
|
17,250,000
|
—
|
17,250,000
|
|||||||||
Weighted average shares outstanding, Class B common stock basic and diluted
|
4,312,500
|
—
|
4,312,500
|
|||||||||
EPS – Class A common stock
|
$
|
—
|
$
|
0.25
|
$
|
0.25
|
||||||
EPS – Class B common stock
|
$
|
1.24
|
$
|
(0.99
|
)
|
$
|
0.25
|
|||||
As Reported
|
Adjustment
|
As Restated
|
||||||||||
Condensed Statement of Cash Flows for the six months ended June 30, 2021
|
||||||||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Initial value of Class A common stock subject to possible redemption
|
$
|
145,583,030
|
$
|
145,583,080
|
$
|
—
|
||||||
Change in value of Class A common stock subject to possible redemption
|
$
|
4,533,441
|
$
|
(4,533,441
|
)
|
$
|
—
|
Gross Proceeds
|
$
|
172,500,000
|
||
Less:
|
||||
Proceeds allocated to public warrants
|
(10,130,155
|
)
|
||
Class A common stock issuance costs
|
(9,719,194
|
)
|
||
Plus:
|
||||
Accretion of carrying value to redemption value
|
19,849,349
|
|||
Class A common stock subject to possible redemption
|
$
|
172,500,000
|
Three Months
Ended
September 30,
2021
|
Nine Months
Ended
September 30,
2021
|
|||||||
Net Income (loss) per share for Class A common stock:
|
||||||||
Allocation of income (loss) to Class A common stock
|
$
|
(1,887,399
|
)
|
$ |
63,247
|
|||
Weighted average shares outstanding of Class A common stock | 17,250,000 |
14,090,659 |
||||||
Basic and diluted net income (loss) per share, Class A common stock
|
$
|
(0.11
|
)
|
$
|
0.00
|
|||
Net Income (loss) per share for Class B common stock:
|
||||||||
Allocation of income (loss) to Class B common stock | $ |
(471,850 | ) | $ |
18,894 |
|||
Basic weighted average shares outstanding of Class B common stock | 4,312,500 |
4,209,478 |
||||||
Basic net income (loss) per share, Class B common stock
|
$
|
(0.11
|
)
|
$
|
0.00
|
|||
Diluted weighted average shares outstanding of Class B common stock | 4,312,500 |
4,312,500 |
||||||
Diluted net income (loss) per share, Class B common stock
|
$
|
(0.11
|
)
|
$
|
0.00
|
Level 1 —
|
Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation
adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of
judgment.
|
Level 2 —
|
Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for
identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
|
Level 3 —
|
Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
|
● |
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 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) for any 20 trading days within a 30-trading
day period ending on the third trading day prior 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 the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;
|
● |
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) 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; and
|
● |
if the last reported sale price of the 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 warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
September 30
|
Quoted Prices In Active Markets
|
Significant Other Observable Inputs
|
Significant Other Unobservable Inputs
|
|||||||||||||
2021
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Public Warrants Liability
|
$
|
7,762,500
|
$
|
7,762,500
|
$
|
-
|
$
|
-
|
||||||||
Private Placement Warrants Liability
|
6,324,850
|
-
|
-
|
6,324,850
|
||||||||||||
$
|
14,087,350
|
$
|
7,762,500
|
$
|
-
|
$
|
6,324,850
|
Warrant Liability
|
||||
Fair value at January 1, 2021
|
$
|
-
|
||
Initial classification of Public and Private Warrant liability at February 19, 2021
|
17,605,070
|
|||
Change in fair value
|
723,798
|
|||
Fair Value at March 31, 2021
|
$
|
18,328,868
|
||
Change in fair value
|
(6,353,699
|
)
|
||
Transfer of Public Warrant liability to Level 1
|
(6,555,000
|
)
|
||
Fair Value at June 30, 2021
|
$
|
5,420,169
|
||
Change in fair value
|
904,681 | |||
Fair Value at September 30, 2021
|
$ | 6,324,850 |
September 30, 2021 | ||||
Inputs
|
||||
Risk-free interest rate
|
1.11
|
%
|
||
Expected remaining term (years)
|
5.75
|
|||
Expected volatility
|
17.7
|
%
|
||
Stock price
|
$
|
9.75
|
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 6. |
EXHIBITS.
|
*
|
Filed herewith.
|
SPORTSTEK ACQUISITION CORP.
|
|||
Date: March 7, 2022
|
|||
By:
|
/s/ Jeffrey Luhnow
|
||
Name:
|
Jeffrey Luhnow | ||
Title:
|
Chair and Co-Chief Executive Officer |
By:
|
/s/ C. Tavo Hellmund
|
||
Name:
|
C. Tavo Hellmund | ||
Title:
|
Co-Chief Executive Officer |
By:
|
/s/ Timothy W. Clark
|
||
Name:
|
Timothy W. Clark | ||
Title:
|
Chief Financial Officer and Chief Operating Officer |
1 Year SportsTek Acquisition Chart |
1 Month SportsTek Acquisition Chart |
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