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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 | |
3 | |
3
|
|
3 | |
4 | |
5 | |
6 | |
|
|
7 | |
7 | |
9 | |
13 | |
15 | |
15 | |
16 | |
16 | |
17 | |
18 | |
19 | |
22 | |
22 | |
23 | |
23 | |
23 | |
23 | |
23 | |
23 | |
23 | |
23 | |
24 |
March 31, 2022
|
December 31, 2021
|
|||||||
(unaudited) | ||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
35,329
|
$
|
315,594
|
||||
Prepaid expenses
|
349,647
|
349,858
|
||||||
Total current assets
|
384,976
|
665,452
|
||||||
Prepaid expenses-non current
|
—
|
42,473
|
||||||
Investments held in trust account
|
172,578,716
|
172,535,562
|
||||||
Total assets
|
$
|
172,963,692
|
$
|
173,243,487
|
||||
Liabilities, Redeemable Common Stock and Stockholders’ Deficit
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
717,358
|
$
|
846,400
|
||||
Working capital loan - related party |
163,300 | — | ||||||
Due to related party
|
18,957
|
20,957
|
||||||
Total current liabilities
|
899,615
|
867,357
|
||||||
Deferred underwriting fee
|
6,037,500
|
6,037,500
|
||||||
Derivative warrant liability
|
2,769,250
|
8,797,348
|
||||||
Total liabilities
|
9,706,365
|
15,702,205
|
||||||
Commitments and Contingencies (See Note 6)
|
||||||||
Class A common stock subject to possible redemption, 17,250,000
issued and outstanding at redemption value of $10.00 per share at March 31, 2022 and December 31, 2021
|
172,500,000
|
172,500,000
|
||||||
Stockholders’ 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 and outstanding (excluding 17,250,000 shares subject to possible redemption) at March 31, 2022 and
December 31, 2021
|
—
|
—
|
||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 4,312,500
shares issued and outstanding at March 31, 2022 and December 31, 2021
|
431
|
431 | ||||||
Additional paid-in capital
|
—
|
—
|
||||||
Accumulated deficit
|
(9,243,104
|
)
|
(14,959,149
|
)
|
||||
Total stockholders’ deficit
|
(9,242,673
|
)
|
(14,958,718
|
)
|
||||
Total liabilities, redeemable common stock, and stockholders’ deficit
|
$
|
172,963,692
|
$
|
173,243,487
|
For the three months ended
|
||||||||
March 31, 2022
|
March 31, 2021
|
|||||||
Formation and Operating Costs
|
$
|
355,207
|
$
|
46,593
|
||||
Loss from Operations
|
(355,207
|
)
|
(46,593
|
)
|
||||
Other income (expense):
|
||||||||
Interest earned on investments held in Trust Account
|
43,154
|
3,450
|
||||||
Offering costs allocated to warrants |
— | (606,375 | ) | |||||
Change in fair value of derivative warrant liabilities
|
6,028,098
|
(2,248,713
|
)
|
|||||
Total other income (expense), net
|
6,071,252
|
(2,851,638
|
)
|
|||||
Net income (loss)
|
5,716,045
|
(2,898,231
|
)
|
|||||
Weighted average shares outstanding of Class A common stock
|
17,250,000
|
7,666,667
|
||||||
Basic and diluted net income (loss) per share, Class A common stock
|
0.27
|
(0.25
|
)
|
|||||
Weighted average shares outstanding of Class B common stock
|
4,312,500
|
4,000,000
|
||||||
Basic and diluted net income (loss) per share, Class B common stock
|
0.27
|
(0.25
|
)
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional Paid-in
|
Accumulated
|
Total Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance as of December 31, 2021
|
—
|
$
|
—
|
4,312,500
|
$
|
431
|
$
|
—
|
$
|
(14,959,149
|
)
|
$
|
(14,958,718
|
)
|
||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
5,716,045
|
5,716,045
|
|||||||||||||||||||||
Balance as of March 31, 2022
|
—
|
$
|
—
|
4,312,500
|
$
|
431
|
—
|
$
|
(9,243,104
|
)
|
$
|
(9,242,673
|
)
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional Paid-in
|
Accumulated
|
Total Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital | Deficit | 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
|
)
|
|
For the Three Months Ended
|
|||||||
March 31, 2022
|
March 31, 2021
|
|||||||
Cash flows from operating activities | ||||||||
Net income (loss)
|
$
|
5,716,045
|
$ | (2,898,231 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities
|
||||||||
Interest earned on investments held in Trust Account
|
(43,154
|
)
|
(3,450 | ) | ||||
Offering costs allocated to warrants
|
—
|
606,375 | ||||||
Change in fair value of derivative warrant liability
|
(6,028,098
|
)
|
2,248,713 | |||||
Changes in operating assets and liabilities
|
||||||||
Prepaid assets
|
42,684
|
(673,222 | ) | |||||
Due to related party
|
(2,000
|
)
|
2,957 | |||||
Accrued offering costs and expenses
|
(129,042
|
)
|
689,000 | |||||
Net cash used in operating activities
|
(443,565
|
)
|
(27,858 | ) | ||||
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 | ) | |||||
Proceeds from working capital loan - related party
|
163,300 | — | ||||||
Payment of offering costs
|
—
|
(691,574 | ) | |||||
Net cash provided by financing activities
|
163,300
|
174,132,426 | ||||||
Net change in cash
|
(280,265
|
)
|
1,604,568 | |||||
Cash, beginning of period
|
315,594
|
153,938 | ||||||
Cash, end of the period
|
$
|
35,329
|
$ | 1,758,506 | ||||
Supplemental disclosure of cash flow information:
|
||||||||
Deferred underwriters’ discount payable charged to additional paid-in capital
|
—
|
$ | 6,037,500 |
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 March 31,
2022 |
Three Months Ended March 31, 2021 |
|||||||
Net Income (loss) per share for Class A common
stock:
|
||||||||
Allocation of income (loss) to Class A common
stock
|
$
|
4,572,836
|
$ | (1,904,552) | ||||
Weighted average shares outstanding of Class A common stock | 17,250,000 |
7,666,667 |
||||||
Basic and diluted net income (loss) per
share, Class A common stock
|
$
|
0.27
|
$ | (0.25 | ) | |||
Net Income (loss) per share for Class B common
stock:
|
||||||||
Allocation of income (loss) to Class B common stock | $ | 1,143,209 | $ | (993,679 | ) | |||
Basic weighted average shares outstanding of Class B common stock | 4,312,500 |
4,000,000 |
||||||
Basic net income (loss) per share, Class B
common stock
|
$
|
0.27
|
$ | (0.25 | ) |
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.
|
March 31
|
Quoted
Prices In Active Markets |
Significant
Other Observable Inputs |
Significant
Other Unobservable Inputs |
|||||||||||||
2022
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Public Warrants Liability
|
$
|
1,638,750
|
$
|
1,638,750
|
$
|
—
|
$
|
—
|
||||||||
Private Placement Warrants Liability
|
1,130,500
|
-
|
1,130,500
|
—
|
||||||||||||
$
|
2,769,250
|
$
|
1,638,750
|
$
|
1,130,500
|
$
|
—
|
December 31
|
Quoted
Prices In Active Markets |
Significant
Other Observable Inputs |
Significant
Other Unobservable Inputs |
|||||||||||||
2021
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Public Warrants Liability
|
$
|
5,088,750
|
$
|
5,088,750
|
$
|
—
|
$
|
—
|
||||||||
Private Placement Warrants Liability
|
3,708,598
|
—
|
—
|
3,708,598
|
||||||||||||
$
|
8,797,348
|
$
|
5,088,750
|
$
|
—
|
$
|
3,708,598
|
December 31,
2021 |
||||
Inputs
|
|
|||
Risk-free interest rate |
1.3
|
%
|
||
Expected remaining term (years) |
5.5 | |||
Expected volatility |
11.8 | % | ||
Stock price |
$ | 9.77 |
Warrant Liability |
||||
Fair value at December 31, 2021
|
$
|
3,708,598
|
||
Transfer of Private Warrant Liability to Level 2 |
(3,708,598
|
)
|
||
Fair Value at March 31, 2022 |
$ | — |
Exhibit
|
Description
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|
||
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|
||
Certification of Principal Executive Officers and Principal Financial Officer Pursuant to U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
||
101.INS*
|
XBRL Instance Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
SPORTSTEK ACQUISITION CORP.
|
||
Date: May 13,2022
|
|
|
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 | ||
Chief Financial Officer and Chief Operating Officer |
1 Year SportsTek Acquisition Chart |
1 Month SportsTek Acquisition Chart |
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