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Share Name | Share Symbol | Market | Type |
---|---|---|---|
First Light Acquisition Group Inc | NYSE:FLAG | 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 |
☒ | 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 |
86-2967193 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
11110 Sunset Hills Road #2278 Reston, |
20190 | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
Units, each consisting of one Class A common stock and one-half of one redeemable warrant |
FLAGU |
New York Stock Exchange | ||
Class A common stock, par value $0.0001 per share |
FLAG |
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 |
FLAGW |
New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page |
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Contents |
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1 |
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Item 1. |
1 |
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1 |
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2 |
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3 |
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4 |
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5 |
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Item 2. |
14 |
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Item 3. |
17 |
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Item 4. |
17 |
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18 |
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Item 1. |
18 |
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Item 1A. |
18 |
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Item 2. |
18 |
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Item 3. |
18 |
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Item 4. |
18 |
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Item 5. |
18 |
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Item 6. |
18 |
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20 |
For the Three Months Ended March 31, 2022 (unaudited) |
||||
Operating costs |
$ | 528,858 | ||
|
|
|||
Loss from operations |
(528,858 |
) | ||
Other income (expense): |
||||
Change in fair value of warrant liability |
2,094,300 | |||
Change in fair value of forward purchase unit liability |
(122,020 | ) | ||
Interest income on marketable securities held in Trust Account |
16,505 | |||
Unrealized gain on marketable securities held in Trust Account |
2,266 | |||
|
|
|||
Other income, net |
1,991,051 | |||
|
|
|||
Net income |
$ |
1,462,193 |
||
|
|
|||
Weighted average shares outstanding of redeemable Class A common stock |
23,000,000 | |||
Basic and diluted net income per share, redeemable Class A common stock |
$ |
0.05 |
||
Weighted average shares outstanding of non-redeemable Class B common stock |
5,750,000 | |||
Basic and diluted net income per share, non-redeemable Class B common stock |
$ |
0.05 |
Class A Common stock Subject to Possible Redemption |
Class B Common stock |
Additional Paid-in |
Accumulated |
Total Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance – December 31, 2021 (audited) |
23,000,000 |
$ |
230,004,784 |
5,750,000 |
$ |
575 |
$ |
— |
$ |
(14,687,389 |
) |
$ |
(14,686,814 |
) | ||||||||||||||
Remeasurement of Class A common stock to redemption value |
— | 18,771 | — | — | — | (18,771 | ) | (18,771 | ) | |||||||||||||||||||
Net income |
— | — | — | — | — | 1,462,193 | 1,462,193 | |||||||||||||||||||||
Balance – March 31, 2022 (unaudited) |
23,000,000 |
$ |
230,023,555 |
5,750,000 |
$ |
575 |
$ |
— |
$ |
(13,243,967 |
) |
$ |
(13,243,392 |
) | ||||||||||||||
For the Three Months Ended March 31, 2022 (unaudited) |
||||
Cash Flows from Operating Activities: |
||||
Net income |
$ |
1,462,193 |
||
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Interest earned on marketable securities held in Trust Account |
(16,505 | ) | ||
Unrealized gain on marketable securities held in Trust Account |
(2,266 | ) | ||
Change in fair value of warrant liability |
(2,094,300 | ) | ||
Change in fair value of forward purchase unit liability |
122,020 | |||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
87,879 | |||
Accounts payable |
(1,831 | ) | ||
Accrued expenses |
(22,321 | ) | ||
Net cash used in operating activities |
|
|
(465,131 |
) |
Net Change in Cash |
(465,131 |
) | ||
Cash – Beginning |
1,062,653 | |||
|
|
|||
Cash – Ending |
$ |
597,522 |
||
|
|
|
|
|
Non-Cash Investing and Financing Activities: |
|
|
|
|
Remeasurement of Class A common stock subject to possible redemption |
$ |
18,711 |
||
|
|
|
|
|
Three Months Ended |
||||
March 31, 2022 |
||||
Net income for the three months ended March 31, 2022 |
$ | 1,462,193 | ||
Accretion of temporary equity to redemption value |
(18,771 | ) | ||
Net income including accretion of temporary equity to redemption value |
$ |
1,443,422 |
||
Three Months Ended March 31, 2022 |
||||||||
Class A |
Class B |
|||||||
Total number of shares |
23,000,000 | 5,750,000 | ||||||
Ownership percentage |
80 | % | 20 | % | ||||
Allocation of net income based on ownership percentage |
$ | 1,169,755 | $ | 292,439 | ||||
Less: Allocation of accretion based on ownership percentage |
(15,017 | ) | (3,754 | ) | ||||
Plus: Accretion applicable to Class A redeemable shares |
18,771 | — | ||||||
Total income by Class |
$ |
1,173,509 |
$ |
288,684 |
||||
Weighted average shares outstanding |
23,000,000 |
5,750,000 |
||||||
Income per share |
$ |
0.05 |
$ |
0.05 |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• |
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 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 will send the notice of redemption to the warrant holders (referred to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Redeemable Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”). |
• |
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 (as defined above under “— Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Forward Purchase |
Public |
Private Placement |
Total Level 3 |
|||||||||||||
Units |
Warrants |
Warrants |
Financial Instruments |
|||||||||||||
Level 3 financial instruments as of December 31, 2021 |
521,184 |
— |
1,718,000 |
2,239,184 |
||||||||||||
Change in fair value |
122,020 | — | (482,000 | ) | (359,980 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Level 3 financial instruments as of March 31, 2022 |
$ |
643,204 |
$ |
— |
$ |
1,236,000 |
$ |
1,879,204 |
||||||||
|
|
|
|
|
|
|
|
March 31, 2022 |
||||||||||||
Level 1 |
Level 2 |
Level 3 |
||||||||||
Assets |
||||||||||||
Cash and marketable securities held in trust account |
$ | 230,023,555 | $ | — | $ | — | ||||||
Liabilities |
||||||||||||
Public Warrants |
$ | 4,138,850 | $ | — | $ | — | ||||||
Private Placement Warrants |
$ | — | $ | — | $ | 1,236,000 | ||||||
Forward Purchase Units |
$ | — | $ | — | $ | 643,204 |
December 31, 2021 |
||||||||||||
Level 1 |
Level 2 |
Level 3 |
||||||||||
Assets |
||||||||||||
Cash and marketable securities held in trust account |
$ | 230,004,784 | $ | — | $ | — | ||||||
Liabilities |
||||||||||||
Public Warrants |
$ | 5,751,150 | $ | — | $ | — | ||||||
Private Placement Warrants |
$ | — | $ | — | $ | 1,718,000 | ||||||
Forward Purchase Units |
$ | — | $ | — | $ | 521,184 |
Public Warrants |
Private Placement Warrants |
Forward Purchase Units |
||||||||||
Derivative warrant liabilities as of December 31, 2021 |
5,751,150 |
1,718,000 |
521,184 |
|||||||||
Change in fair value |
(1,612,300 | ) | (482,000 | ) | 122,020 | |||||||
|
|
|
|
|
|
|||||||
Derivative warrant liabilities as of March 31, 2022 |
$ |
4,138,850 |
$ |
1,236,000 |
$ |
643,204 |
||||||
|
|
|
|
|
|
Private Placement Warrants |
||||||||
March 31, 2022 |
December 31, 2021 |
|||||||
Input |
||||||||
Ordinary share price |
$ | 9.89 | $ | 9.81 | ||||
Exercise price |
$ | 11.50 | $ | 11.50 | ||||
Risk-free rate of interest |
2.40 | % | 1.32 | % | ||||
Volatility |
6.20 | % | 9.88 | % | ||||
|
|
|
|
|||||
Term |
5.44 | 5.69 | ||||||
Warrant to buy one share |
$ | 0.36 | $ | 0.51 | ||||
Dividend yield |
0.00 | % | 0.00 | % |
Forward Purchase Liability |
||||||||
March 31, 2022 |
December 31, 2021 |
|||||||
Input |
||||||||
Probability of an acquisition |
75.00 | % | 85.00 | % | ||||
Unit price |
$ | 10.13 | $ | 10.10 | ||||
Risk-free rate of interest |
0.94 | % | 0.27 | % | ||||
Time to acquisition |
0.44 | 0.69 |
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. |
Default Upon Senior Securities |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Other Information |
Item 6. |
Exhibit Index |
* | Filed herewith. |
** | Furnished herewith. |
(1) | Previously filed as an exhibit to our current Report on Form 8-K filed on September 15, 2021. |
(2) | Previously filed as an exhibit to our Registration Statement on Form S-1 filed on August 24, 2021. |
FIRST LIGHT ACQUISITION GROUP, INC. | ||||||
Date: May 10, 2022 | By: | /s/ William J. Weber | ||||
William J. Weber | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) | ||||||
Date: May 10, 2022 | By: | /s/ Michael J. Alber | ||||
Michael J. Alber | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
1 Year First Light Acquisition Chart |
1 Month First Light Acquisition Chart |
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