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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Atlantic Avenue Acquisition Corp | NYSE:ASAQ | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.03 | 0 | 01:00:00 |
Delaware
|
85-2200249
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
2200 Atlantic Street
Stamford, Connecticut
|
06902
|
|
(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 redeemable warrant
|
ASAQ.U
|
New York Stock Exchange
|
||
Class A common stock, par value $0.0001 per share
|
ASAQ
|
New York Stock Exchange
|
||
Redeemable warrants, each whole warrant exercisable
|
ASAQ WS
|
New York Stock Exchange
|
Large Accelerated Filer ☐
|
Accelerated Filer ☐
|
|
Non-accelerated Filer ☒
|
Smaller Reporting Company ☒
|
|
Emerging Growth Company ☒
|
June 30,
2021
|
December 31,
2020
|
|||||||
(unaudited)
|
|
|||||||
Assets
|
||||||||
Cash
|
$ | 1,190,861 | $ | 1,527,662 | ||||
Prepaid expense
|
168,300 | 246,814 | ||||||
Total current assets
|
1,359,161 | 1,774,476 | ||||||
Investments held in Trust Account
|
250,011,976 | 250,004,549 | ||||||
Total assets
|
$ | 251,371,137 | $ | 251,779,025 | ||||
Liabilities and stockholders’ equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 162,919 | $ | 176,057 | ||||
Total current liabilities
|
162,919 | 176,057 | ||||||
Warrant liabilities
|
17,143,200 | 21,370,200 | ||||||
Deferred legal fees
|
640,067 | 640,067 | ||||||
Total liabilities
|
17,946,186 | 22,186,324 | ||||||
Commitments and contingencies |
|
|
||||||
Common stock subject to possible redemption, 22,842,494 shares and 22,459,270 shares at redemption value as of June 30, 2021 and December 31, 2020, respectively
|
228,424,942 | 224,592,700 | ||||||
Stockholders’ equity:
|
||||||||
Preferred stock, $0.0001
par value; 1,000,000 shares authorized; none issued and outstanding
|
- | - | ||||||
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; 2,157,506 shares and 2,540,730
shares issued and outstanding (excluding 22,842,494 shares and 22,459,270 shares subject to possible redemption) at June 30,
2021 and December 31, 2020,
respectively
|
215 | 254 | ||||||
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 6,250,000 shares issued and outstanding at June 30, 2021 and December 31, 2020
|
625 | 625 | ||||||
Additional paid-in capital
|
3,469,434 | 7,301,636 | ||||||
Retained earnings (accumulated deficit)
|
1,529,735 | (2,302,514 | ) | |||||
Total stockholders’ equity
|
5,000,009 | 5,000,001 | ||||||
Total liabilities and stockholders’ equity
|
$ | 251,371,137 | $ | 251,779,025 |
For the Three
Months Ended
June 30, 2021
|
For the Six
Months Ended
June 30, 2021
|
|||||||
Operating expenses
|
||||||||
Formation and operating costs
|
$
|
308,963
|
$ | 402,246 | ||||
Loss from operations
|
(308,963
|
)
|
(402,246 | ) | ||||
Other income (expense)
|
||||||||
Interest earned on investments held in trust
|
3,734
|
7,427 | ||||||
Interest earned on working capital account | 31 | 68 | ||||||
Unrealized gain (loss) on change in fair value of warrants
|
(2,732,800
|
)
|
4,227,000 | |||||
Total other income (expense)
|
(2,729,035
|
)
|
4,234,495 | |||||
Net income (loss)
|
$ | (3,037,998 | ) | $ | 3,832,249 | |||
Basic and diluted weighted average shares outstanding, Class A common stock
|
25,000,000
|
25,000,000 | ||||||
Basic and diluted net income per share, Class A common stock
|
$
|
0.00
|
$ |
0.00
|
||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
6,250,000
|
6,250,000 | ||||||
Basic and diluted net income (loss) per share, Class B common stock
|
$ | (0.49 | ) | $ | 0.61 |
Class A Common
Stock
|
Class B Common Stock
|
Additional
|
Retained earnings
(accumulated
|
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Paid-in Capital
|
deficit)
|
Equity
|
||||||||||||||||||||||
Balance as of December 31, 2020
|
2,540,730
|
$
|
254
|
6,250,000
|
$
|
625
|
$
|
7,301,636
|
$
|
(2,302,514
|
)
|
$
|
5,000,001
|
|||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
6,870,247
|
6,870,247
|
|||||||||||||||||||||
Change in shares subject to possible redemption
|
(687,024
|
)
|
(69
|
)
|
-
|
-
|
(6,870,171
|
)
|
-
|
(6,870,240
|
)
|
|||||||||||||||||
Balance as of March 31, 2021 (unaudited)
|
1,853,706
|
$
|
185
|
6,250,000
|
$
|
625
|
$
|
431,465
|
$
|
4,567,733
|
$
|
5,000,008
|
||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(3,037,998
|
)
|
(3,037,998
|
)
|
|||||||||||||||||||
Change in shares subject to possible redemption
|
303,800
|
30
|
-
|
-
|
3,037,969
|
-
|
3,037,999
|
|||||||||||||||||||||
Balance as of June 30, 2021 (unaudited)
|
2,157,506
|
$
|
215
|
6,250,000
|
$
|
625
|
$
|
3,469,434
|
$
|
1,529,735
|
$
|
5,000,009
|
For the six months
ended
June 30, 2021
|
||||
Cash flows from operating activities:
|
||||
Net income
|
$
|
3,832,249
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Interest earned on investments held in Trust Account
|
(7,427
|
)
|
||
Unrealized gain on change in fair value of warrants
|
(4,227,000
|
)
|
||
Changes in operating assets and current liabilities:
|
||||
Prepaid expense
|
78,515
|
|||
Accounts payable and accrued expenses
|
(13,138
|
)
|
||
Net cash used in operating activities
|
(336,802
|
)
|
||
Net change in cash
|
(336,802
|
)
|
||
Cash, beginning of the period
|
1,527,662
|
|||
Cash, end of the period
|
$
|
1,190,861
|
||
Supplemental disclosure of noncash investing and financing activities:
|
||||
Change in value of Class A common stock subject to possible redemption
|
$
|
3,832,242
|
Redeemable Class A common stock subject to possible redemption
|
For the three
months
ended
June 30,
2021
|
|
|
For the six
months
ended
June 30,
2021
|
||||
Numerator: Net income allocable to Redeemable Class A common stock
|
||||||||
Interest income on investments held in trust account
|
$
|
3,734
|
$ | 7,427 | ||||
Less: interest available to be withdrawn for payment of taxes
|
(3,734 | ) | (7,427 | ) | ||||
Net income allocable to Redeemable Class A common stock
|
$
|
-
|
$ | - | ||||
Denominator: Weighted Average Redeemable Class A common stock
|
||||||||
Basic and diluted weighted average shares outstanding, Redeemable Class A common stock
|
25,000,000
|
25,000,000 | ||||||
Basic and Diluted net income per share, Redeemable Class A common stock
|
$
|
-
|
$ | - | ||||
Non-Redeemable Class B common stock
|
||||||||
Numerator: Net Income minus Redeemable Net Earnings
|
||||||||
Net Income (Loss)
|
$
|
(3,037,998
|
)
|
$ | 3,832,249 | |||
Redeemable Net Earnings
|
(3,734 | ) | (7,427 | ) | ||||
Non-Redeemable Net Income (Loss)
|
$
|
(3,041,732
|
)
|
$ | 3,824,822 | |||
Denominator: Weighted Average Non-Redeemable Class B common stock
|
||||||||
Basic and diluted weighted average shares outstanding, Non-Redeemable Class B common stock
|
6,250,000
|
6,250,000 | ||||||
Basic and diluted net income (loss) per share, Non-Redeemable Class B common stock
|
$
|
(0.49
|
)
|
$ | 0.61 |
1.
|
For cash:
|
|
■
|
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; 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 to the date on which the Company sends the notice of
redemption to the warrant holders.
|
|
2.
|
For Class A common stock (commencing 90 days after the warrants become
exercisable):
|
|
■
|
in whole and not in part;
|
|
■
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption 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 to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of Class A common stock;
|
|
■
|
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) on the trading day prior to the date on which the Company sends the notice of redemption to warrant holders;
|
|
■
|
if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants;
and
|
|
■
|
if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus
relating thereto available throughout the 30-day period after written notice of redemption is given.
|
June 30,
|
Quoted
Prices In
Active
Markets
|
Significant
Other
Observable
Inputs
|
Significant
Other
Unobservable
Inputs
|
|||||||||||||
2021
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
Money Market funds held in Trust Account
|
$
|
250,011,976
|
$
|
250,011,976
|
$
|
-
|
$
|
-
|
||||||||
$
|
250,011,976
|
$
|
250,011,976
|
$
|
-
|
$
|
-
|
|||||||||
Liabilities:
|
||||||||||||||||
Warrant Liabilities—Public Warrants
|
$
|
11,000,000
|
$
|
11,000,000
|
$
|
-
|
$
|
-
|
||||||||
Warrant Liabilities—Private Placement Warrants
|
6,143,200
|
-
|
-
|
6,143,200
|
||||||||||||
$
|
17,143,200
|
$
|
11,000,000
|
$
|
-
|
$
|
6,143,200
|
|
December 31,
|
Quoted
Prices In Active Markets |
Significant
Other Observable Inputs |
Significant
Other Unobservable Inputs |
||||||||||||
|
2020
|
(Level 1)
|
(Level 2)
|
(Level 3) | ||||||||||||
Assets:
|
||||||||||||||||
Money Market funds held in Trust Account
|
$ |
250,004,549
|
$ |
250,004,549
|
$ |
-
|
$ |
-
|
||||||||
|
$
|
250,004,549
|
$
|
250,004,549
|
$
|
-
|
$
|
-
|
||||||||
Liabilities:
|
||||||||||||||||
Warrant Liabilities—Public Warrants
|
$
|
13,750,000
|
$
|
13,750,000
|
$
|
-
|
$
|
-
|
||||||||
Warrant Liabilities—Private Placement Warrants
|
7,620,200
|
-
|
-
|
7,620,200
|
||||||||||||
|
$
|
21,370,200
|
$
|
13,750,000
|
$
|
-
|
$
|
7,620,200
|
Public Warrant
Liabilities
|
Private Placement
Warrant
Liabilities
|
Warrant Liabilities
|
||||||||||
Fair value as of December 31, 2020
|
$
|
13,750,000
|
$
|
7,620,200
|
$
|
21,370,200
|
||||||
Revaluation of warrant liability included in other income within the statement of income for the period from December 31, 2020 through March 31, 2021
|
(4,500,000
|
)
|
(2,459,800
|
)
|
(6,959,800
|
)
|
||||||
Fair value as of March 31, 2021
|
$
|
9,250,000
|
$
|
5,160,400
|
$
|
14,410,400
|
||||||
Revaluation of warrant liability included in other income within the statement of income for the period from March 31, 2021 through June 30, 2021
|
1,750,000
|
|
982,800
|
2,732,800
|
|
|||||||
Fair value as of June 30, 2021
|
$
|
11,000,000
|
$
|
6,143,200
|
$
|
17,143,200
|
Input
|
December
31, 2020
|
June 30, 2021
|
||||||
Stock price
|
$
|
10.05
|
$
|
9.71
|
||||
Exercise price
|
$
|
11.50
|
$
|
11.50
|
||||
Risk free rate
|
0.93%
|
|
0.91%
|
|
||||
Trading days per year
|
252
|
252
|
||||||
Annual volatility
|
15.0%
|
|
15.5%
|
|
||||
Time to exercise (years)
|
5.50
|
5.00
|
Warrant
Liabilities
|
||||
Fair value as of December 31,2020
|
$
|
7,620,200
|
||
Transfers to/(from) Level 3
|
-
|
|||
Revaluation of warrant liability included in other income within the statement of operations for the period from December
31, 2020 through June 30, 2021
|
(1,477,000
|
)
|
||
Fair value as of June 30, 2021
|
$
|
6,143,200
|
• |
The expected term was determined to
be 5.75 years assuming the Company takes nine months after the valuation date to complete a business combination. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of
the warrant liabilities and vice versa.
|
• |
The expected volatility assumption
was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar SPACs at a similar stage in their life cycle. An increase in the expected volatility, in
isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.
|
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.
|
No.
|
Description of Exhibit
|
|
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 Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial 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.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
|
ATLANTIC AVENUE ACQUISITION CORP
|
|||
Date: August 10, 2021
|
By:
|
/s/ Ashok Nayyar
|
|
Ashok Nayyar
|
|||
Chief Executive Officer
(Principal Executive Officer)
|
ATLANTIC AVENUE ACQUISITION CORP
|
|||
Date: August 10, 2021
|
By:
|
/s/ Barry Best
|
|
Barry Best
|
|||
Chief Financial Officer
(Principal Financial Officer)
|
1 Year Atlantic Avenue Acquisit... Chart |
1 Month Atlantic Avenue Acquisit... Chart |
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