|
|
|
(State or other jurisdiction
of incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on
which registered
|
||
|
|
|
||
|
|
|
||
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Smaller reporting company
|
|
Emerging growth company
|
|
Page
|
||
PART 1 - FINANCIAL INFORMATION
|
||
Item 1.
|
1 | |
1
|
||
2
|
||
2
|
||
3
|
||
4
|
||
Item 2.
|
15
|
|
Item 3.
|
18
|
|
Item 4.
|
18
|
|
19 |
||
Item 1.
|
19
|
|
Item 1A.
|
19
|
|
Item 2.
|
19
|
|
Item 3.
|
19 |
|
Item 4.
|
19 |
|
Item 5.
|
19 |
|
Item 6.
|
20
|
|
21
|
ITEM 1. |
CONDENSED FINANCIAL STATEMENTS
|
March 31,
2022
(unaudited)
|
December 31,
2021
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Total current assets
|
|
|
||||||
Investments held in Trust
|
|
|
||||||
Total Assets
|
$
|
|
$
|
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current Liabilities:
|
||||||||
Accrued expenses
|
$
|
|
$
|
|
||||
Total current liabilities
|
|
|
||||||
Deferred underwriting commission
|
|
|
||||||
Total Liabilities
|
|
|
||||||
Commitments and contingencies (Note 5)
|
||||||||
Temporary Equity:
|
||||||||
Class A common stock subject to possible redemption;
|
|
|
||||||
Stockholders’ Deficit:
|
||||||||
Preferred stock, $
|
|
|
||||||
Class A common stock, $
|
|
|
||||||
Class B common stock, $
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total Stockholders’ Deficit
|
(
|
)
|
(
|
)
|
||||
Total Liabilities, Temporary Equity and Stockholders’ Deficit
|
$
|
|
$
|
|
Three
Months
Ended
March 31,
2022
|
For the Period From
March 16, 2021
(inception) Through
March 31, 2021
|
|||||||
Formation and operating costs
|
$
|
|
$
|
|
||||
Operating loss
|
(
|
)
|
(
|
)
|
||||
Interest income – investments held in the Trust Account
|
|
|
||||||
Other income
|
|
|
||||||
Net loss
|
(
|
)
|
$
|
(
|
)
|
|||
Class A common stock - weighted average shares outstanding, basic and diluted
|
|
|
||||||
Class A common stock - basic and diluted net loss per share
|
$ | ( |
) | $ | ( |
) | ||
Class B common stock - weighted average shares outstanding, basic and diluted (1)
|
|
|
||||||
Class B common stock - basic and diluted net loss per share
|
$
|
(
|
)
|
$
|
(
|
)
|
(1) |
As of March 31, 2021, excludes an aggregate of up to
|
Class B Common Stock
|
Additional
Paid-in
|
Accumulated | Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||
Balance, December 31, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance, March 31, 2022
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Class B Common Stock
|
Additional
Paid-in
|
Accumulated |
Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||
Balance, March 16, 2021 (inception)
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Issuance of Class B common stock to Sponsor(1)(2)
|
|
|
|
|
|
|||||||||||||||
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance, March 31, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
(1) |
On November 30, 2021, the Company effected a
|
(2) |
Includes an aggregate of up to
|
Three
Months
ended
March 31,
2022
|
For The Period From
March 16, 2021
(inception) Through
March 31, 2021
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Income earned on Trust assets
|
(
|
)
|
|
|||||
Changes in current assets and liabilities:
|
||||||||
Formation and organization costs paid by related party
|
|
|||||||
Changes in prepaid expenses
|
|
|
||||||
Changes in accrued expenses
|
|
|
||||||
Net cash used in operating activities
|
(
|
)
|
|
|||||
Net change in cash
|
(
|
)
|
|
|||||
Cash at beginning of period
|
|
|
||||||
Cash at end of period
|
|
$
|
|
|||||
Non-cash financing activities:
|
||||||||
Class B common stock in exchange for stock subscription receivable
|
$
|
|
$
|
|
||||
Deferred offering costs included in accrued offering cost
|
$
|
|
$
|
|
Three Months Ended March 31,
2022
|
||||||||
Class A
Common
Stock
|
Class B
Common
Stock
|
|||||||
Basic and diluted net loss per common share
|
||||||||
Numerator:
|
||||||||
Allocation of net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Denominator:
|
||||||||
Basic and diluted weighted average shares outstanding
|
|
|
||||||
Basic and diluted net loss per common share
|
$
|
(
|
)
|
$
|
(
|
)
|
● |
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 a minimum of
|
• |
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $
|
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon a minimum of
|
• |
if, and only if, the last reported sale price of our Class A common stock equals or exceeds $
|
• |
if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of Class A common stock) as the outstanding public warrants, as described above.
|
Description
|
Level
|
March 31,
2022
|
December 31,
2021
|
|||||||||
Assets:
|
||||||||||||
Marketable securities held in the Trust Account
|
1
|
$
|
|
$
|
|
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
|
3.1
|
|
3.2
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
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*
|
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.
|
PROOF ACQUISITION CORP I
|
|||
May 12, 2022
|
By:
|
/s/ John C. Backus, Jr. | |
Name:
|
John C. Backus, Jr.
|
||
Title:
|
Chief Executive Officer
|
||
(Principal Executive Officer)
|
May 12, 2022
|
By:
|
/s/ Steven P. Mullins | |
Name:
|
Steven P. Mullins
|
||
Title:
|
Chief Financial Officer
|
||
(Principal Financial and Accounting Officer)
|