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 |
(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 | ||
one-sixth of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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1 |
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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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15 |
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17 |
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17 |
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18 |
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18 |
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18 |
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20 |
June 30, 2021 |
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ASSETS |
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Current assets |
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Cash |
$ | |||
Prepaid expenses |
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Total Current Assets |
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Deferred offering costs |
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Cash and marketable securities held in Trust Account |
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TOTAL ASSETS |
$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Accounts payable and accrued expenses |
$ | |||
Accrued offering costs |
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Total Current Liabilities |
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Warrant liabilities |
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Deferred underwriting fee payable |
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TOTAL LIABILITIES |
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Commitments and Contingencies |
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Class A common stock subject to possible redemption at redemption value |
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Stockholders’ Equity |
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Preferred stock, $ |
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Class A common stock, $ share issued and outstanding (excluding s |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
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|
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Total Stockholders’ Equity |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
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|
Three Months Ended June 30, 2021 |
For T he Period from November 30, 2020 (inception) Through June 30, 2021 |
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Operating and formation costs |
$ | $ | ||||||
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|
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Loss from operations |
( |
) | ( |
) | ||||
Other income (expense): |
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Change in fair value of warrants |
( |
) | ( |
) | ||||
Transaction cost s allocated to warrant liabilities |
( |
) | ||||||
Interest earned on marketable securities held in Trust Account |
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Unrealized loss on marketable securities held in Trust Account |
( |
) | ||||||
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|
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Total other expense, net |
( |
) | ( |
) | ||||
Net loss |
$ |
( |
) |
$ |
( |
) | ||
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|
|
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Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption |
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|
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Basic and diluted net loss per share, Class A common stock subject to possible redemption |
$ | $ | ||||||
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Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
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Basic and diluted net loss per share, Non-redeemable common stock |
$ | ( |
) | $ | ( |
) | ||
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|
Class A Common Stock |
Class B Common Stock |
Additional Paid in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
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Shares |
Amount |
Shares |
Amount |
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Balance – November 30, 2020 (inception) |
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$ |
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$ |
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$ |
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$ |
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|
$ |
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Issuance of Class B common stock to Sponsor(1) |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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|
( |
) |
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|
( |
) |
Balance – December 31, 2020 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
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Sale of |
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Class A common stock subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | — | ( |
) | |||||||||||||||||
Cash paid in excess of fair value of Private Placement Warrants |
— | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance – March 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Change in value of Class A common stock subject to possible redemption |
— | — | — | |||||||||||||||||||||||||
Forfeiture of Founder Shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance – June 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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For The Period From November 30, 2020 (inception) Through June 30, 2021 |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Change in fair value of warrant liability |
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Interest earned on marketable securities held in Trust Account |
( |
) | ||||||
Transaction costs allocated to warrant liabilities |
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Changes in operating assets and liabilities: |
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Accounts payable and accrued expenses |
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Prepaid expenses |
( |
) | ||||||
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|
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Net cash used in operating activities |
( |
) | ||||||
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Cash Flows from Investing Activities: |
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Investment of cash in Trust Account |
( |
) | ||||||
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Net cash used in investing activities |
( |
) | ||||||
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Cash Flows from Financing Activities: |
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Proceeds from sale of Units, net of underwriting discounts paid |
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Proceeds from sale of Private Warrants |
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Repayment of promissory note – related party |
( |
) | ||||||
Payment of offering costs |
( |
) | ||||||
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Net cash provided by financing activities |
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Net Change in Cash |
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Cash – Beginning of period |
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Cash – End of period |
$ |
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Non-Cash investing and financing activities: |
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Offering costs included in accrued offering costs |
$ | |||||||
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Initial classification of common stock subject to possible redemption |
$ | |||||||
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|
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Change in value of common stock subject to possible redemption |
$ | ( |
) | |||||
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|
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Deferred offering costs included in accrued offering costs |
$ | |||||||
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Three Months Ended June 30, 2021 |
For the eriod from November 30, 2020 (inception) Through June 30, 2021 |
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Class A Common stock subject to possible redemption |
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Numerator: Earnings allocable to Class A Common stock subject to possible redemption |
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Interest earned and unrealized losses on marketable securities held in Trust Account |
$ | $ | ||||||
Less: interest available to be withdrawn for payment of taxes |
( |
) | ( |
) | ||||
Redeemable Net income allocable to Class A Common stock subject to possible redemption |
$ | $ | ||||||
Denominator: Weighted Average Class A Common stock subject to possible redemption |
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Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption |
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Basic and diluted net income per share, Class A Common stock subject to possible redemption |
$ | $ | ||||||
Non-Redeemable Common Stock |
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Numerator: Net Loss minus Redeemable Net Earnings |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
Less: Redeemable Net income allocable to Class A Common stock subject to possible redemption |
— | — | ||||||
Non-Redeemable Net Loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: Weighted Average Non-redeemable Common stock |
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Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
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Basic and diluted net loss per share, Non-redeemable common stock |
$ | ( |
) | $ | ( |
) | ||
• | 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 $ |
• |
upon not less than |
• |
if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $ 18.00 per share for any within a ending business days before the Company sends the notice of redemption to the warrant holders. 30 -trading day period |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $ |
• | if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and |
• | if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) 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. |
Description |
Level |
June 30, 2021 |
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Assets: |
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Marketable securities held in Trust Account |
1 | $ | ||||||
Liabilities: |
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Warrant Liability – Public |
1 | |||||||
Warrant Liability – Private Warrants Placement |
3 |
Input | June 30, 2021 |
March 4, 2021 (Initial Measurement) |
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Risk-free interest rate |
% | % | ||||||
Trading days per year |
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Expected volatility |
% | % | ||||||
Probab i lity of acquisition |
% | % | ||||||
Exercise price |
$ | $ | ||||||
Stock Price |
$ | $ |
Private Placement | Public | Warrant Liabilities | ||||||||||
Initial measurement on March 4, 2021 |
$ |
$ |
$ |
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Change in valuation inputs or other assumptions |
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Fair value as of March 31, 2021 |
$ | $ | $ | |||||||||
Change in valuation inputs or other assumptions |
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Transfer to Level 1 |
— |
( |
) |
( |
) | |||||||
Fair value as of June 30, 2021 |
$ | $ | $ | |||||||||
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 XBRL tags are embedded within the Inline XBRL document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase 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 (embedded within the Inline XBRL document). |
* | Filed herewith. |
** | Furnished. |
NORTHERN STAR INVESTMENT CORP. III | ||||||
Date: August 16, 2021 | By: | /s/ Joanna Coles | ||||
Name: | Joanna Coles | |||||
Title: | Chief Executive Officer (Principal Executive Officer) | |||||
Date: August 16, 2021 | By: | /s/ James Brady | ||||
Name: | James Brady | |||||
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) |