05/24/2022 | Press release | Distributed by Public on 05/24/2022 06:00
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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85-4353398
|
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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5701 Truxtun Avenue, Suite 201
Bakersfield, California
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93309
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
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SDACU
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The Nasdaq Capital Market
|
||
Shares of Class A common stock included as part of the units
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SDAC
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The Nasdaq Capital Market
|
||
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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SDACW
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The Nasdaq Capital Market
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Large accelerated filer
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☐ |
Accelerated filer
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☐ |
Non-accelerated filer
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☒ |
Smaller reporting company
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☒ |
Emerging growth company
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☒ |
Page
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Part I. Financial Information
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1
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Item 1. Interim Financial Statements (Unaudited)
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1
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|
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Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31.2021 |
1
|
|
Unaudited Condensed Statements of Operations for the three months ended March 31, 2022 and March 31, 2021 |
2
|
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Unaudited Condensed Statements of Changes in Stockholders' Deficit for the three months ended March 31, 2022 and March 31, 2021 |
3
|
|
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2022 and March 31, 2021
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4
|
|
Notes to Unaudited Condensed Financial Statements |
5
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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17 | |
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk
|
20 | |
Item 4. Controls and Procedures
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20 | |
Part II. Other Information
|
22 | |
Item 1. Legal Proceedings
|
22 | |
Item 1A. Risk Factors
|
22 | |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
|
22 | |
Item 3. Defaults Upon Senior Securities
|
22 | |
Item 4. Mine Safely Disclosures
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22 | |
Item 5. Other Information
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22 | |
Item 6. Exhibits
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22 | |
Part III. Signatures
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23 |
ITEM 1. |
INTERIM FINANCIAL STATEMENTS
|
March 31,
2022
(Unaudited)
|
December 31,
2021
|
|||||||
Assets:
|
||||||||
Cash
|
$
|
309,298
|
$
|
1,013,843
|
||||
Prepaid Expenses
|
563,182
|
577,500
|
||||||
Total current assets
|
872,480
|
1,591,343
|
||||||
Prepaid expenses - non-current portion
|
- | 54,418 | ||||||
Marketable securities held in Trust Account
|
316,280,915
|
316,273,116
|
||||||
Total Assets
|
$
|
317,153,395
|
$
|
317,918,877
|
||||
Liabilities, Common Stock Subject to Redemption, and Stockholders' Deficit
|
||||||||
Accrued offering costs and expenses
|
$
|
338,844
|
$
|
780,704
|
||||
Total Current Liabilities
|
338,844
|
780,704
|
||||||
Deferred underwriting fee
|
10,631,250
|
10,631,250
|
||||||
Warrant liability
|
7,563,284
|
14,878,193
|
||||||
Total liabilities
|
18,533,378
|
26,290,147
|
||||||
Commitments and Contingencies
|
|
|
||||||
Common stock subject to possible redemption, 0.0001par value, 31,625,000stocks at redemption value of $10.00per share
|
316,250,000
|
316,250,000
|
||||||
Stockholders' Deficit:
|
||||||||
Preferred stock, $0.0001par value; 1,000,000shares authorized; none issued and outstanding
|
-
|
-
|
||||||
Class A common stock, $0.0001par value; 100,000,000shares authorized; none issued and outstanding
|
-
|
-
|
||||||
Class B common stock, $0.0001par value; 10,000,000shares authorized; 7,906,250shares issued and outstanding
|
791
|
791
|
||||||
Additional paid-in capital
|
-
|
-
|
||||||
Accumulated deficit
|
(17,630,774
|
)
|
(24,622,061
|
)
|
||||
Total Stockholders' Deficit
|
(17,629,983
|
)
|
(24,621,270
|
)
|
||||
Total Liabilities, Common Stock Subject to Redemption, and Stockholders' Deficit
|
$
|
317,153,395
|
$
|
317,918,877
|
For the Three
Months Ended
March 31,
2022
|
For the Three
Months Ended
March 31,
2021
|
|||||||
Operating costs
|
$
|
331,421
|
$
|
186,143
|
||||
Loss from Operations
|
(331,421
|
)
|
(186,143
|
)
|
||||
Other income (expense):
|
||||||||
Interest earned on marketable securities held in Trust Account
|
7,799
|
1,560
|
||||||
Offering costs allocated to warrants
|
-
|
(1,027,907
|
)
|
|||||
Excess of fair value over cash received for private placement warrants
|
-
|
(1,939,600
|
)
|
|||||
Change in fair value of warrant liability
|
7,314,909
|
12,458,875
|
||||||
Total other income
|
7,322,708
|
9,492,928
|
||||||
Net income
|
$
|
6,991,287
|
$
|
9,306,785
|
||||
Weighted average shares outstanding, Class A common stock subject to possible redemption
|
31,625,000
|
17,569,444
|
||||||
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
$
|
0.18
|
$
|
0.37
|
||||
Weighted average shares outstanding, Class B common stock
|
7,906,250
|
7,447,917
|
||||||
Basic and diluted net income per share, Class B common stock
|
$
|
0.18
|
$
|
0.37
|
Class A
Common Stock
|
Class B
Common Stock
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Additional
Paid-in
|
Accumulated
|
Total
Stockholder's
|
||||||||||||||||||||||||
Stock
|
Amount
|
Stock
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
Balance as of December 31, 2021
|
-
|
$
|
-
|
7,906,250
|
$
|
791
|
$
|
-
|
$
|
(24,622,061
|
)
|
$
|
(24,621,270
|
)
|
||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
6,991,287
|
6,991,287
|
|||||||||||||||||||||
Balance as of March 31, 2022
|
-
|
$
|
-
|
7,906,250
|
$
|
791
|
$
|
-
|
$
|
(17,630,774
|
)
|
$
|
(17,629,983
|
)
|
|
Class A
Common Stock
|
Class B
Common Stock
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Additional
Paid-in
|
Accumulated |
Total
Stockholder's
|
|||||||||||||||||||||||
|
Stock
|
Amount
|
Stock
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||||||||
Balance as of December 31, 2020
|
-
|
$
|
-
|
7,906,250
|
$
|
719
|
$
|
24,209
|
$
|
(2,412
|
)
|
$
|
22,588
|
|||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
9,306,785
|
9,306,785
|
|||||||||||||||||||||
Remeasurement of common stock subject to possible redemption
|
-
|
-
|
-
|
-
|
(24,209
|
)
|
(35,035,527
|
)
|
(35,059,736
|
)
|
||||||||||||||||||
Balance as of March 31, 2021
|
-
|
$
|
-
|
7,906,250
|
$
|
791
|
$
|
-
|
$
|
(25,731,154
|
)
|
$
|
(25,730,363
|
)
|
For the Three
Months Ended March 31, 2022
|
For the Three
Months Ended March 31, 2021
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
6,991,287
|
$
|
9,306,785
|
||||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
(7,799
|
)
|
(1,560
|
)
|
||||
Offering costs allocated to warrants
|
-
|
1,027,907
|
||||||
Excess of fair value over cash received for private placement warrants
|
-
|
1,939,600
|
||||||
Change in fair value of warrant liability
|
(7,314,909
|
)
|
(12,458,875
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
68,736
|
(1,117,045
|
)
|
|||||
Accrued expenses
|
(441,860
|
)
|
77,067
|
|||||
Net cash used in operating activities
|
(704,545
|
)
|
(1,226,121
|
)
|
||||
Cash Flows from Investing Activities:
|
||||||||
Investment of cash in Trust Account
|
-
|
(316,250,000
|
)
|
|||||
Net cash used in investing activities
|
-
|
(316,250,000
|
)
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from sale of Units, net of underwriting discounts
|
-
|
310,175,000
|
||||||
Proceeds from sale of Private Warrants
|
-
|
9,325,000
|
||||||
Proceeds from issuance of promissory note to Sponsor
|
-
|
121,228
|
||||||
Payments on promissory issued to Sponsor
|
-
|
(136,678
|
)
|
|||||
Payment of deferred offering costs
|
-
|
(589,731
|
)
|
|||||
Net cash provided by financing activities
|
-
|
318,894,819
|
||||||
Net change in cash
|
(704,545
|
)
|
1,418,698
|
|||||
Cash, beginning of period
|
1,013,843
|
316,273,116
|
||||||
Cash, end of the period
|
$
|
309,298
|
$
|
317,691,814
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Remeasurement of common stock subject to possible redemption
|
$
|
-
|
$
|
35,125,585
|
||||
Deferred underwriters' discount payable charged to additional paid-in capital
|
$
|
-
|
$
|
10,631,250
|
Gross Proceeds
|
$
|
316,250,000
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(18,753,625
|
)
|
||
Class A common stock issuance costs
|
(16,306,111
|
)
|
||
Plus:
|
||||
Remeasurement of carrying value to redemption value
|
35,059,736
|
|||
Class A common stock subject to possible redemption
|
$
|
316,250,000
|
For the Three
Months ended
March 31, 2022
|
For the Three
Months ended
March 31, 2021
|
|||||||
Class A Common Stock
|
||||||||
Net income allocable to Class A common stock
|
$
|
5,593,030
|
$
|
6,536,846
|
||||
Basic and diluted weighted average shares outstanding
|
31,625,000
|
17,569,444
|
||||||
Basic and diluted net income per common share
|
$
|
0.18
|
$
|
0.37
|
||||
Class B Common Stock
|
||||||||
Net income allocable to Class B common stock
|
$
|
1,398,257
|
$
|
2,769,939
|
||||
Basic and diluted weighted average shares outstanding
|
7,906,250
|
7,447,917
|
||||||
Basic and diluted net income per common share
|
$
|
0.18
|
$
|
0.37
|
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 for any20trading days within a30-trading day period ending threetrading 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 sub-divisions, stock capitalizations, 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 determined by reference to the "fair market value" of the Class A common stock (as defined below in the immediately following paragraph) except as otherwise described below;
|
|
● |
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock sub-divisions, stock capitalizations, reorganizations, recapitalizations and the like); and
|
|
● |
if the Reference Value is less than $18.00 per share (as adjusted for stock sub-divisions, stock capitalizations, 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.
|
March 31,
|
Quoted
Prices In
Active
Markets
|
Significant
Other
Observable
Inputs
|
Significant
Other
Unobservable
Inputs
|
|||||||||||||
2022
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
U.S. Money Market held in Trust Account
|
$
|
316,302,715
|
$
|
316,302,715
|
$
|
-
|
$
|
-
|
||||||||
Liabilities:
|
|
|||||||||||||||
Public Warrants Liability
|
$
|
4,735,844
|
$
|
4,735,844
|
$
|
-
|
$
|
-
|
||||||||
Private Placement Warrants Liability
|
2,827,440
|
-
|
-
|
2,827,440
|
||||||||||||
$
|
7,563,284
|
$
|
4,735,844
|
$
|
-
|
$
|
2,827,440
|
Fair Value at January 1, 2022
|
$
|
5,550,399
|
||
Change in fair value of public and private warrants
|
(2,722,959
|
)
|
||
Fair Value of private warrants at March 31, 2022
|
$
|
2,827,440
|
Inputs
|
March 31,
2022
|
December 31, 2021
|
||||||
Risk-free interest rate
|
2.41
|
%
|
1.32
|
%
|
||||
Expected term remaining (years)
|
5.65
|
5.60
|
||||||
Expected volatility
|
4.8
|
%
|
10.7
|
%
|
||||
Stock price
|
$
|
9.74
|
$
|
9.74
|
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*
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104*
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
*
|
Filed herewith.
|
**
|
Furnished.
|
Sustainable Development Acquisition I Corp.
|
||
Date: May 24, 2022
|
/s/ Nicole Neeman Brady
|
|
Name:
|
Nicole Neeman Brady
|
|
Title:
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
||
Date: May 24, 2022
|
/s/ Eric Techel
|
|
Name:
|
Eric Techel
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial and Principal Accounting Officer)
|