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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Equity Distribution Acquisition Corp | NYSE:EQD | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.02 | 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 |
85-1876561 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Two North Riverside Plaza, Suite 600 Chicago, Illinois |
60606 | |
(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-third of one redeemable warrant |
EQD.U |
New York Stock Exchange | ||
Class A common stock, par value $0.0001 per share |
EQD |
New York Stock Exchange |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
EQD WS |
New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
March 31, |
December 31, |
|||||||
2022 |
2021 |
|||||||
(Unaudited) |
||||||||
ASSETS |
||||||||
Current Assets |
||||||||
Cash |
$ | 419,052 | $ | 584,117 | ||||
Prepaid expenses |
71,458 | 110,208 | ||||||
Prepaid income taxes |
16,402 | 16,402 | ||||||
Total Current Assets |
506,912 | 710,727 | ||||||
Marketable securities held in Trust Account |
414,195,135 | 414,127,265 | ||||||
TOTAL ASSETS |
$ |
414,702,047 |
$ |
414,837,992 |
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||||||
Current Liabilities |
||||||||
Accrued expenses |
$ | 1,070,036 | $ | 1,132,160 | ||||
Promissory note-related party |
750,000 | 750,000 | ||||||
Total Current Liabilities |
1,820,036 | 1,882,160 | ||||||
Warrant liabilities |
8,261,333 | 15,283,466 | ||||||
Deferred underwriting fee payable |
14,490,000 | 14,490,000 | ||||||
Total Liabilities |
24,571,369 |
31,655,626 |
||||||
Commitments and Contingencies (Note 6) |
||||||||
Class A common stock subject to possible redemption 41,400,000 shares at redemption value |
414,060,135 | 414,000,000 | ||||||
Stockholders’ Deficit |
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding |
— | — | ||||||
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 41,400,000 shares subject to possible redemption) |
— | — | ||||||
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 shares issued and outstanding, as of March 31, 2022 and December 31, 2021, respectively |
1,035 | 1,035 | ||||||
Additional paid-in capital |
— | — | ||||||
Accumulated deficit |
(23,930,492 | ) | (30,818,669 | ) | ||||
Total Stockholders’ Deficit |
(23,929,457 |
) |
(30,817,634 |
) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ |
414,702,047 |
$ |
414,837,992 |
||||
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Operating and formation costs |
$ | 285,406 | $ | 1,209,830 | ||||
|
|
|
|
|||||
Loss from operations |
(285,406 |
) |
(1,209,830 |
) | ||||
Other income: |
||||||||
Interest earned on marketable securities held in Trust Account |
178,120 | 65,089 | ||||||
Change in fair value of warrant liabilities |
7,022,133 | 14,663,866 | ||||||
Unrealized gain on marketable securities held in Trust Account |
33,465 | — | ||||||
|
|
|
|
|||||
Total other income |
7,233,718 | 14,728,955 | ||||||
|
|
|
|
|||||
Income before provision for income taxes |
6,948,312 | 13,519,125 | ||||||
Provision for income taxes |
— | (1,402 | ) | |||||
|
|
|
|
|||||
Net income |
$ |
6,948,312 |
$ |
13,517,723 |
||||
|
|
|
|
|||||
Weighted average shares outstanding, Class A common stock |
41,400,000 | 41,400,000 | ||||||
|
|
|
|
|||||
Basic and diluted net income per share, Class A common stock |
$ |
0.13 |
$ |
0.26 |
||||
|
|
|
|
|||||
Weighted average shares outstanding, Class B common stock |
$ | 10,350,000 | $ | 10,350,000 | ||||
|
|
|
|
|||||
Basic and diluted net income per share, Class B common stock |
$ |
0.13 |
$ |
0.26 |
||||
|
|
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance — January 1, 2022 |
— | $ | — | 10,350,000 |
$ |
1,035 |
$ | — | $ |
(30,818,669 |
) |
$ |
(30,817,634 |
) | ||||||||||||||
Remeasurement of Class A common stock to redemption value |
— | — | — | — | — | (60,135 | ) | (60,135 | ) | |||||||||||||||||||
Net income |
— | — | — | — | — | 6,948,312 | 6,948,312 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2022 |
— | $ | — | 10,350,000 |
$ |
1,035 |
$ | — | $ |
(23,930,492 |
) |
$ |
(23,929,457 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance — January 1, 2021 |
— | $ | — | 10,350,000 |
$ |
1,035 |
$ | — | $ |
(50,437,237 |
) |
$ |
(50,436,202 |
) | ||||||||||||||
Remeasurement of Class A common stock to redemption value |
— |
|
— | — | — | — | (111,005 | ) | (111,005 | ) | ||||||||||||||||||
Net inc o me |
— | — | — | — | — | 13,517,723 | 13,517,723 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021 |
— | $ | — | 10,350,000 |
$ |
1,035 |
$ |
— |
$ |
(37,030,519 |
) |
$ |
(37,029,484 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income |
$ | 6,948,312 | $ | 13,517,723 | ||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Interest earned on marketable securities held in Trust Account |
(178,120 | ) | (65,089 | ) | ||||
Change in fair value of warrant liabilities |
(7,022,133 | ) | (14,663,866 | ) | ||||
Unrealized gain on marketable securities held in Trust Account |
(33,465 | ) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
38,750 | 45,121 | ||||||
Accrued expenses |
(62,124 | ) | 914,856 | |||||
Income taxes payable |
— | 1,402 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(308,780 |
) |
(249,853 |
) | ||||
|
|
|
|
|||||
Cash Flows from Investing Activities: |
||||||||
Cash withdrawn from Trust Account for franchise and income taxes |
143,715 | — | ||||||
|
|
|
|
|||||
Net cash provided by investing activities |
143,715 |
— | ||||||
|
|
|
|
|||||
Net Change in Cash |
(165,065 |
) |
(249,853 |
) | ||||
Cash – Beginning |
584,117 | 882,702 | ||||||
|
|
|
|
|||||
Cash – Ending |
$ |
419,052 |
$ |
632,849 |
||||
|
|
|
|
|||||
Non-cash Financing activities: |
||||||||
Change in value of Class A common stock subject to possible redemption |
$ | 60,135 | $ | 111,005 | ||||
|
|
|
|
Class A common stock subject to possible redemption — January 1, 2021 |
$ |
414,020,869 |
||
Less: |
||||
Remeasurement of carrying value to redemption value |
(20,869 | ) | ||
|
|
|||
Class A common stock subject to possible redemption — December 31, 2021 |
$ | 414,000,000 | ||
|
|
|||
Plus: |
||||
Remeasurement of carrying value to redemption value |
60,135 | |||
|
|
|||
Class A common stock subject to possible redemption — March 31, 2022 |
$ |
414,060,135 |
||
|
|
Three Months Ended March 31, 2022 |
Three Months Ended March 31, 2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income per common share |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income |
$ | 5,558,650 | $ | 1,389,662 | $ | 10,814,178 | $ | 2,703,545 | ||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average shares outstanding |
41,400,000 | 10,350,000 | 41,400,000 | 10,350,000 | ||||||||||||
Basic and diluted net income per common share |
$ |
0.13 |
$ |
0.13 |
$ |
0.26 |
$ |
0.26 |
||||||||
• | 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 to each warrant holder; and |
• | if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). |
• | 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 based on the redemption date and the fair market value of the Class A common stock; |
• | if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
March 31, 2022 |
December 31, 2021 |
|||||||||
Assets: |
||||||||||||
Marketable securities held in Trust Account |
1 | $ | 414,195,135 | $ | 414,127,265 | |||||||
Liabilities: |
||||||||||||
Warrant Liability – Public Warrants |
1 | $ | 5,520,000 | $ | 10,212,000 | |||||||
Warrant Liability – Private Placement Warrants |
2 | $ | 2,741,333 | $ | 5,071,466 |
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 | |
31.1* | 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 | |
31.2* | 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 | |
32.1** | 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 | |
32.2** | 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* | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | The cover page from the Company’s Quarterly report on Form 10-Q for the quarter ended March 31, 2022, has been formatted in Inline XBRL and is included in Exhibits 101. |
* | Filed herewith. |
** | Furnished. |
EQUITY DISTRIBUTION ACQUISITION CORP. | ||||||
Date: May 4, 2022 | By: | /s/ William A. Galvin | ||||
Name: | William A. Galvin | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: May 4, 2022 | By: | /s/ Philip Tinkler | ||||
Name: | Philip Tinkler | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |
1 Year Equity Distribution Acqu... Chart |
1 Month Equity Distribution Acqu... Chart |
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