Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38835 DESKTOP METAL, INC. (Exact name of registrant as specified in its charter) | --- | --- | |----------------------------------------------------------- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38835 DESKTOP METAL, INC. (Exact name of registrant as specified in its charter) | --- | --- | |---------------------------------------------------------- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38835 DESKTOP METAL, INC. (Exact name of registrant as specified in its charter) Delaware 83-2044042 (State of Other Jurisdiction of incorporation or Organizat ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38835 TRINE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |----------------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38835 TRINE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |---------------------------------------- ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the company's unaudited condensed financial statements and accompanying detailed notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheet Highlights (March 31, 2020 vs. December 31, 2019) | Metric | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Cash | $80,512 | $138,533 | | Marketable securities held in Trust Account | $305,339,309 | $304,528,924 | | Total Assets | $305,795,975 | $305,124,794 | | Convertible promissory note – related party | $376,801 | — | | Total Liabilities | $11,275,560 | $10,844,095 | | Common stock subject to possible redemption | $289,520,410 | $289,280,690 | | Total Stockholders' Equity | $5,000,005 | $5,000,009 | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Condensed Statements of Operations Highlights (Three Months Ended March 31) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Operating costs | $506,516 | $237,171 | | Interest income | $810,385 | $190,608 | | Income (loss) before provision for income taxes | $303,869 | $(40,055) | | Provision for income taxes | $(64,153) | $(1,366) | | Net income (loss) | $239,716 | $(41,421) | | Basic and diluted net loss per common share | $(0.05) | $(0.03) | - Net income for the three months ended March 31, 2020, was **$239,716**, a significant improvement from a net loss of $41,421 in the prior year, primarily driven by increased interest income[12](index=12&type=chunk) [Condensed Statements of Changes in Stockholders' Equity (Deficit)](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) Changes in Stockholders' Equity (Three Months Ended March 31, 2020) | Metric | Amount | | :--- | :--- | | Balance – January 1, 2020 | $5,000,009 | | Change in value of common stock subject to possible redemption | $(239,720) | | Net income | $239,716 | | Balance – March 31, 2020 | $5,000,005 | Changes in Stockholders' Equity (Three Months Ended March 31, 2019) | Metric | Amount | | :--- | :--- | | Balance – January 1, 2019 | $(18,693) | | Sale of 30,015,000 Units, net | $283,067,360 | | Sale of 8,503,000 Private Placement Warrants | $8,503,000 | | Common stock subject to possible redemption | $(286,510,242) | | Net loss | $(41,421) | | Balance – March 31, 2019 | $5,000,004 | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Condensed Statements of Cash Flows Highlights (Three Months Ended March 31) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | $(434,822) | $(490,246) | | Net cash used in investing activities | — | $(300,150,000) | | Net cash provided by financing activities | $376,801 | $301,935,902 | | Net Change in Cash | $(58,021) | $1,295,656 | | Cash – Ending | $80,512 | $1,414,792 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) [Note 1 — Description of Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations) - Trine Acquisition Corp is a blank check company (SPAC) incorporated in Delaware on September 26, 2018, formed to effect a business combination[25](index=25&type=chunk) - As of March 31, 2020, the company had not commenced any operations and generates non-operating income from interest on cash and marketable securities in its Trust Account[26](index=26&type=chunk) - The Initial Public Offering (IPO) was consummated on March 19, 2019, selling **26,100,000 units at $10.00 per unit**, generating $261,000,000[27](index=27&type=chunk) - An additional **3,915,000 units** were sold due to the underwriters' over-allotment option[29](index=29&type=chunk) - A total of **$300,150,000** from the IPO and Private Placement Warrants was placed in a Trust Account, invested in U.S government treasury bills or money market funds, to be used for the Initial Business Combination or distributed upon liquidation[29](index=29&type=chunk)[31](index=31&type=chunk) - Transaction costs amounted to **$17,082,640**, including $6,003,000 of underwriting fees and $10,505,250 of deferred underwriting fees[30](index=30&type=chunk) - The Initial Business Combination must have an aggregate fair market value of at least **80% of the assets held in the Trust Account**[35](index=35&type=chunk)[36](index=36&type=chunk) - If the company is unable to complete an Initial Business Combination within the Combination Period (by March 19, 2021), it will redeem all Public Shares and liquidate[32](index=32&type=chunk)[39](index=39&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=12&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC rules (Form 10-Q, Article 8 of Regulation S-X)[43](index=43&type=chunk) - The company is an **'emerging growth company'** and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[45](index=45&type=chunk) - Common stock subject to possible redemption is classified as **temporary equity**, outside of the stockholders' equity section, due to redemption rights outside the company's control[54](index=54&type=chunk)[130](index=130&type=chunk) - Net loss per common share is computed using the **two-class method**, excluding shares subject to possible redemption from basic loss per share calculation, and warrants from diluted loss per share due to contingent exercise[57](index=57&type=chunk)[58](index=58&type=chunk)[131](index=131&type=chunk) - Marketable securities held in the Trust Account are primarily invested in money market funds (U.S Treasury securities) as of March 31, 2020, and U.S Treasury Bills as of December 31, 2019[50](index=50&type=chunk) - Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the condensed financial statements[62](index=62&type=chunk)[132](index=132&type=chunk) [Note 3 — Initial Public Offering](index=16&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) - The company sold **30,015,000 units at $10.00 per unit**, each consisting of one Class A common stock and one-half of one redeemable warrant[63](index=63&type=chunk) - Each whole warrant entitles the holder to purchase one share of Class A common stock at **$11.50 per share**, exercisable after 30 days post-business combination or 12 months from IPO closing[63](index=63&type=chunk) - Warrants are redeemable by the company at **$0.01 per warrant** if the Class A common stock price equals or exceeds $18.00 for 20 trading days within a 30-trading day period[63](index=63&type=chunk) [Note 4 — Private Placement](index=16&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) - The Sponsor purchased **8,503,000 Private Placement Warrants at $1.00 per warrant**, generating $8,503,000 in gross proceeds[64](index=64&type=chunk) - Private Placement Warrants are **non-redeemable** and exercisable on a cashless basis as long as held by the Sponsor or its permitted transferees, and will expire worthless if no Initial Business Combination is completed[65](index=65&type=chunk) [Note 5 — Related Party Transactions](index=16&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) - The Initial Sponsor purchased **8,625,000 Class B convertible common stock (Founder Shares) for $25,000**; after adjustments, 7,503,750 Founder Shares were issued and outstanding[66](index=66&type=chunk) - Founder Shares and Private Placement Warrants are subject to transfer restrictions and lock-up periods[70](index=70&type=chunk)[71](index=71&type=chunk) - The Sponsor and officers/directors agreed to vote their shares in favor of an Initial Business Combination[71](index=71&type=chunk) - The company issued an unsecured promissory note of up to **$1,500,000** to the Sponsor on February 24, 2020, with **$376,801 outstanding** as of March 31, 2020[75](index=75&type=chunk) - The company incurred **$75,000 in fees** for its Chief Financial Officer and **$105,000 for administrative support** from an affiliate of the Sponsor for the three months ended March 31, 2020[77](index=77&type=chunk)[78](index=78&type=chunk) [Note 6 — Commitments and Contingencies](index=20&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) - The President is entitled to a contingent fee of **$12,500 per month**, with **$112,500 in contingent fees accrued** as of March 31, 2020[80](index=80&type=chunk) - Holders of Founder Shares, Private Placement Warrants, and certain other securities are entitled to registration rights[81](index=81&type=chunk) - A deferred underwriting fee of **$10,505,250** is payable to underwriters from the Trust Account upon completion of an Initial Business Combination[83](index=83&type=chunk) [Note 7 — Stockholders' Equity](index=20&type=section&id=Note%207%20%E2%80%94%20Stockholders'%20Equity) - The company is authorized to issue **1,000,000 shares of preferred stock** ($0.0001 par value), with none issued or outstanding[84](index=84&type=chunk) - Authorized common stock includes **100,000,000 shares of Class A** and **10,000,000 shares of Class B** convertible common stock[85](index=85&type=chunk) Common Stock Issued and Outstanding (excluding shares subject to redemption) | Class | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Class A common stock | 1,548,649 | 1,510,538 | | Class B common stock | 7,503,750 | 7,503,750 | - Public Warrants become exercisable on the later of 30 days after an Initial Business Combination or 12 months from the IPO closing[89](index=89&type=chunk) - The company may redeem Public Warrants at **$0.01 per warrant** if the Class A common stock price equals or exceeds **$18.00** for 20 trading days within a 30-trading day period[90](index=90&type=chunk) - Private Placement Warrants are identical to Public Warrants but are non-transferable for 30 days post-Initial Business Combination and exercisable on a cashless basis[92](index=92&type=chunk) [Note 8 — Fair Value Measurements](index=23&type=section&id=Note%208%20%E2%80%94%20Fair%20Value%20Measurements) - The company uses ASC 820 for fair value measurements, classifying assets and liabilities into a three-level hierarchy based on the observability of inputs[98](index=98&type=chunk)[99](index=99&type=chunk) - Marketable securities held in the Trust Account are measured at fair value using **Level 1 inputs** (quoted prices in active markets for identical assets)[99](index=99&type=chunk)[100](index=100&type=chunk) Marketable Securities Held in Trust Account (Fair Value) | Date | Amount | | :--- | :--- | | March 31, 2020 | $305,339,309 | | December 31, 2019 | $304,528,924 | [Note 9 — Subsequent Events](index=23&type=section&id=Note%209%20%E2%80%94%20Subsequent%20Events) - The company evaluated subsequent events up to the issuance date of the condensed financial statements and identified no events requiring adjustment or disclosure[101](index=101&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, liquidity, and risks associated with its business combination strategy - The company is a blank check company formed to effect an Initial Business Combination and has not generated any operating revenues to date[105](index=105&type=chunk)[110](index=110&type=chunk)[111](index=111&type=chunk) - Issuance of additional shares for an Initial Business Combination may **significantly dilute equity interest**, subordinate rights, or cause a change in control[106](index=106&type=chunk) - Incurring significant debt could lead to default, acceleration of obligations, inability to obtain financing, or limitations on cash flow and flexibility[107](index=107&type=chunk)[109](index=109&type=chunk) Net Income (Loss) and Key Components (Three Months Ended March 31) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Net income (loss) | $239,716 | $(41,421) | | Interest income on marketable securities | $810,385 | $190,608 | | Operating costs | $506,516 | $237,171 | | Provision for income taxes | $64,153 | $1,366 | - As of March 31, 2020, the company had **$305,339,309 in marketable securities** held in the Trust Account and **$80,512 cash** held outside the Trust Account for working capital[120](index=120&type=chunk)[122](index=122&type=chunk) - The company has **no off-balance sheet arrangements** as of March 31, 2020[125](index=125&type=chunk) - Contractual obligations include a monthly fee of **$35,000** for administrative support and a deferred underwriting fee of **$10,505,250** payable upon completion of an Initial Business Combination[126](index=126&type=chunk)[127](index=127&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company's investments in short-term U.S government treasury bills or money market funds result in no material exposure to interest rate risk - Due to the short-term nature of investments in U.S government treasury bills or money market funds, the company believes there is **no associated material exposure to interest rate risk**[133](index=133&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures with no material changes in internal controls [Evaluation of Disclosure Controls and Procedures](index=30&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management concluded that the company's disclosure controls and procedures were **effective** as of March 31, 2020[134](index=134&type=chunk) [Changes in Internal Control Over Financial Reporting](index=30&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) - There has been **no change** in the company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting[136](index=136&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no current legal proceedings - The company has **no legal proceedings**[140](index=140&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors to include the potential adverse impact of the COVID-19 outbreak - The recent **coronavirus (COVID-19) outbreak** may materially adversely affect the company's search for a business combination and the operations of any target business[142](index=142&type=chunk)[143](index=143&type=chunk) - The extent of COVID-19's impact is **highly uncertain** and depends on future developments[143](index=143&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the use of proceeds from the Initial Public Offering and private placement of warrants - The company consummated its Initial Public Offering, selling **30,015,000 units at $10.00 per unit**, generating total gross proceeds of **$300,150,000**[144](index=144&type=chunk) - A private placement of **8,503,000 Private Placement Warrants** was made to the Sponsor at $1.00 per warrant, generating **$8,503,000**[145](index=145&type=chunk) - **$300,150,000** of the gross proceeds from the IPO was placed in the Trust Account[147](index=147&type=chunk) - The company paid **$6,003,000** in underwriting discounts and commissions and deferred **$10,505,250** in additional underwriting discounts and commissions[147](index=147&type=chunk) [Item 3. Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company has **no defaults** upon senior securities[150](index=150&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is **not applicable** to the company[151](index=151&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) No other material information is reported - No other information was reported[152](index=152&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report - Key exhibits include a Promissory Note (dated February 24, 2020), Certifications of Principal Executive Officer and Principal Financial Officer, and various XBRL taxonomy documents[155](index=155&type=chunk) [SIGNATURES](index=34&type=section&id=SIGNATURES) - The report was signed on **May 12, 2020**, by Leo Hindery, Jr, Chief Executive Officer, and Pierre M Henry, Chief Financial Officer, on behalf of Trine Acquisition Corp[158](index=158&type=chunk)[159](index=159&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38835 Trine Acquisition Corp. (Exact name of Registrant as specified in its Charter) Delaware (State or other jurisdiction of incorpo ...

Part I. Financial Information [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the company's unaudited condensed financial statements as of September 30, 2019, including balance sheets, statements of operations, equity, and cash flows, with explanatory notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) | ASSETS | September 30, 2019 (unaudited) | December 31, 2018 | | :----------------------------------- | :----------------------------- | :---------------- | | Cash | $ 588,282 | $ 119,136 | | Prepaid income taxes | 392,351 | — | | Prepaid expenses | 309,314 | — | | **Total Current Assets** | **1,289,947** | **119,136** | | Security deposit | 23,800 | 23,800 | | Deferred offering costs | — | 182,742 | | Marketable securities held in Trust Account | 302,997,890 | — | | **Total Assets** | **$ 304,311,637** | **$ 325,678** | | **LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)** | | | | Accounts payable and accrued expenses | $ 196,138 | $ 20,222 | | Accrued offering costs | — | 25,149 | | Promissory note – related party | — | 299,000 | | **Total Current Liabilities** | **196,138** | **344,371** | | Deferred tax liability | 5,189 | — | | Deferred underwriting fee payable | 10,505,250 | — | | **Total Liabilities** | **10,706,577** | **344,371** | | Common stock subject to possible redemption | 288,605,059 | — | | **Stockholders' Equity (Deficit)** | | | | Class A common stock | 141 | — | | Class B convertible common stock | 750 | 750 | | Additional paid in capital | 2,989,410 | 24,250 | | Retained earnings/(Accumulated deficit) | 2,009,700 | (43,693) | | **Total Stockholders' Equity (Deficit)** | **5,000,001** | **(18,693)** | | **Total Liabilities and Stockholders' Equity (Deficit)** | **$ 304,311,637** | **$ 325,678** | [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations) | | Three Months Ended September 30, 2019 | Nine Months Ended September 30, 2019 | | :---------------------------------- | :------------------------------------ | :----------------------------------- | | Operating costs | $ 510,526 | $ 1,181,659 | | Loss from operations | (510,526) | (1,181,659) | | Other income: | | |\ | Interest income | 1,754,117 | 3,756,180 | | Unrealized (loss) gain on marketable securities held in Trust Account | (178,078) | 24,710 |\ | Other income | 1,576,039 | 3,780,890 |\ | Income before provision for income taxes | 1,065,513 | 2,599,231 |\ | Provision for income taxes | (223,758) | (545,838) |\ | **Net Income** | **$ 841,755** | **$ 2,053,393** |\ | Weighted average shares outstanding, basic and diluted | 8,854,332 | 8,158,050 |\ | Basic and diluted net loss per common share | $ (0.05) | $ (0.11) | [Condensed Statement of Changes in Stockholders' Equity (Deficit)](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) | | Class A Common Stock Shares | Class A Common Stock Amount | Class B Common Stock Shares | Class B Common Stock Amount | Additional Paid in Capital | Retained Earnings (Accumulated Deficit) | Total Stockholders' Equity (Deficit) | | :---------------------------------------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :------------------------- | :-------------------------------------- | :----------------------------------- | | **Balance – January 1, 2019** | — | $ — | 7,503,750 | 750 | 24,250 | (43,693) | $ (18,693) | | Sale of 30,015,000 Units, net of underwriting discount and offering expenses | 30,015,000 | 3,002 | — | — | 283,064,358 | — | 283,067,360 | | Sale of 8,503,000 Private Placement Warrants | — | — | — | — | 8,503,000 | — | 8,503,000 | | Common stock subject to possible redemption | (28,636,988) | (2,864) | — | — | (286,507,378) | — | (286,510,242) | | Net loss | — | — | — | — | — | (41,421) | (41,421) | | **Balance – March 31, 2019 (unaudited)** | **1,378,012** | **138** | **7,503,750** | **750** | **5,084,230** | **(85,114)** | **5,000,004** | | Change in value of common stock subject to possible redemption | (27,430) | (3) | — | — | (1,253,056) | — | (1,253,059) | | Net income | — | — | — | — | — | 1,253,059 | 1,253,059 | | **Balance – June 30, 2019 (unaudited)** | **1,350,582** | **135** | **7,503,750** | **750** | **3,831,174** | **1,167,945** | **5,000,004** | | Change in value of common stock subject to possible redemption | 61,013 | 6 | — | — | (841,764) | — | (841,758) | | Net income | — | — | — | — | — | 841,755 | 841,755 | | **Balance – September 30, 2019 (unaudited)** | **1,411,595** | **$ 141** | **7,503,750** | **750** | **2,989,410** | **$ 2,009,700** | **$ 5,000,001** | [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) | Cash Flows from Operating Activities: | Nine Months Ended September 30, 2019 | | :--------------------------------------------------------------------------- | :----------------------------------- | | Net income | $ 2,053,393 | | Adjustments to reconcile net income to net cash used in operating activities: | | | Interest earned on marketable securities held in Trust Account | (3,756,180) | | Unrealized gain on marketable securities held in Trust Account | (24,710) | | Deferred income taxes | 5,189 | | Changes in operating assets and liabilities: | | | Prepaid income taxes | (392,351) | | Prepaid expenses | (309,314) | | Accounts payable and accrued expenses | 175,916 | | **Net cash used in operating activities** | **(2,248,057)** | | **Cash Flows from Investing Activities:** | | | Investment of cash in Trust Account | (300,150,000) | | Cash withdrawn from Trust Account to pay income taxes | 933,000 | | **Net cash used in investing activities** | **(299,217,000)** | | **Cash Flows from Financing Activities:** | | | Proceeds from sale of Units, net of underwriting discounts paid | 294,147,000 | | Proceeds from sale of Private Placement Warrants | 8,503,000 | | Advances from related party | 150,000 | | Repayment of advances from related party | (150,000) | | Repayment of promissory note – related party | (299,000) | | Payment of offering costs | (416,797) | | **Net cash provided by financing activities** | **301,934,203** | | **Net Change in Cash** | **469,146** | | Cash – Beginning | 119,136 | | **Cash – Ending** | **$ 588,282** | | Supplemental cash flow information: | | | Cash paid for income taxes | $ 933,000 | | Non-cash investing and financing activities: Initial classification of common stock subject to possible redemption | $ 248,644,071 | | Change in value of common stock subject to possible redemption | $ 39,960,988 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) This section provides detailed explanations and supplementary information for the condensed financial statements, covering organization, accounting policies, IPO, related party transactions, and equity [Note 1 — Description of Organization and Business Operations](index=8&type=section&id=Note%201%20—%20Description%20of%20Organization%20and%20Business%20Operations) Trine Acquisition Corp. is a Delaware-incorporated SPAC, established on September 26, 2018, to complete an initial business combination, having raised **$300,150,000** in a trust account from its March 2019 IPO and private placement - The company is a blank check company (SPAC), formed on September 26, 2018, to effect an initial business combination[25](index=25&type=chunk) - The company completed its Initial Public Offering (IPO) on March 19, 2019, issuing **26,100,000 units** at **$10.00 per unit**, totaling **$261 million** in proceeds[27](index=27&type=chunk) - A total of **$300,150,000** from the IPO and overallotment was deposited into a trust account for future business combinations[29](index=29&type=chunk)[31](index=31&type=chunk) - The target business for the initial business combination must have a fair market value of at least **80%** of the trust account assets[35](index=35&type=chunk)[36](index=36&type=chunk) - If the company fails to complete an initial business combination within the prescribed timeframe, the trust account will be liquidated, and public shares redeemed[39](index=39&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=12&type=section&id=Note%202%20—%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies for the condensed financial statements, covering GAAP presentation, emerging growth company status, estimates, cash, marketable securities, redeemable common stock, income taxes, and net loss per share - As an emerging growth company, the company has elected not to opt out of the extended transition period, adopting new accounting pronouncements on the same timeline as private companies[46](index=46&type=chunk) - Marketable securities held in the trust account primarily consist of **U.S. Treasury bills**[54](index=54&type=chunk) - The company classifies common stock subject to possible redemption as temporary equity, presented outside of stockholders' equity[55](index=55&type=chunk) - The company uses the two-class method for net loss per share calculation, excluding common stock subject to possible redemption from basic net loss per share[59](index=59&type=chunk) Net Loss Per Share Reconciliation Table | | Three Months Ended September 30, 2019 | Nine Months Ended September 30, 2019 | | :------------------------------------------------------------------------- | :------------------------------------ | :----------------------------------- | | Net income | $ 841,755 | $ 2,053,393 | | Less: Income attributable to common stock subject to possible redemption | (1,241,074) | (2,940,055) | | **Adjusted net loss** | **$ (399,319)** | **$ (886,662)** | | Weighted average shares outstanding, basic and diluted | 8,854,332 | 8,158,050 | | **Basic and diluted net loss per share** | **$ (0.05)** | **$ (0.11)** | [Note 3 — Initial Public Offering](index=15&type=section&id=Note%203%20—%20Initial%20Public%20Offering) The company sold **30,015,000 units** in its IPO at **$10.00 per unit**, each comprising one Class A common stock share and half a redeemable warrant exercisable at **$11.50** - The company sold **30,015,000 units** in its IPO at **$10.00 per unit**, including the full exercise of the underwriters' overallotment option[66](index=66&type=chunk) - Each unit consists of one share of Class A common stock and one-half of one redeemable warrant[66](index=66&type=chunk) - Warrants are exercisable at **$11.50 per share**, becoming exercisable 30 days after the initial business combination or 12 months after the IPO closing (whichever is later), and expire five years post-business combination[66](index=66&type=chunk) [Note 4 — Private Placement](index=16&type=section&id=Note%204%20—%20Private%20Placement) Concurrently with the IPO, the company sold **8,503,000 private placement warrants** to the sponsor at **$1.00 per warrant**, totaling **$8,503,000** in proceeds deposited into the trust account - The sponsor purchased **8,503,000 private placement warrants** at **$1.00 per warrant**, for a total purchase price of **$8,503,000**[69](index=69&type=chunk) - Proceeds from private placement warrants were deposited into the trust account, and these warrants will expire if the initial business combination is not completed within the prescribed timeframe[70](index=70&type=chunk) - Private placement warrants are non-redeemable and exercisable on a cashless basis as long as held by the sponsor or its permitted transferees[70](index=70&type=chunk) [Note 5 — Related Party Transactions](index=16&type=section&id=Note%205%20—%20Related%20Party%20Transactions) This note details related party transactions with the sponsor, directors, and officers, including founder shares, advances, promissory notes, and administrative support agreements during formation and IPO - The initial sponsor purchased **8,625,000 shares** of Class B convertible common stock (founder shares) for **$25,000**, with **7,503,750 founder shares** ultimately issued and outstanding after adjustments[71](index=71&type=chunk) - The sponsor advanced **$150,000** to the company for IPO-related expenses, which was repaid upon IPO completion[74](index=74&type=chunk) - The sponsor provided a promissory note for up to **$300,000** for IPO expenses, with **$299,000** repaid upon IPO completion[77](index=77&type=chunk) - The company agreed to pay the CFO approximately **$16,667 per month** (later increased to **$25,000**) and an affiliate of the sponsor **$35,000 per month** for administrative support[80](index=80&type=chunk)[81](index=81&type=chunk) [Note 6 — Commitments and Contingencies](index=18&type=section&id=Note%206%20—%20Commitments%20and%20Contingencies) This note discloses commitments and contingencies, including contingent fees with the President, registration rights, and **$10,505,250** in deferred underwriting fees payable upon business combination completion - The company agreed to pay the President **$12,500 per month**, with half paid at IPO completion and the remainder upon initial business combination completion; **$75,000** in fees accrued as of September 30, 2019[82](index=82&type=chunk) - Holders of founder shares, private placement warrants, and their underlying securities possess registration rights[83](index=83&type=chunk) - Underwriters are entitled to **$10,505,250** in deferred fees, payable from the trust account upon initial business combination completion, otherwise forfeited upon liquidation[87](index=87&type=chunk) [Note 7 — Stockholders' Equity](index=20&type=section&id=Note%207%20—%20Stockholders'%20Equity) This note details stockholders' equity composition, including authorized and issued preferred, Class A, and Class B common shares, along with warrant terms, conditions, exercise, and redemption - The company is authorized to issue **1,000,000 shares** of preferred stock, none of which were issued or outstanding as of September 30, 2019, and December 31, 2018[88](index=88&type=chunk) - The company is authorized to issue **100,000,000 shares** of Class A common stock and **10,000,000 shares** of Class B convertible common stock, with Class B converting 1:1 to Class A upon initial business combination[89](index=89&type=chunk) - As of September 30, 2019, **1,411,595 shares** of Class A common stock (excluding **28,603,405 shares** subject to possible redemption) and **7,503,750 shares** of Class B convertible common stock were issued and outstanding[89](index=89&type=chunk) - Public warrants are exercisable 30 days post-business combination or 12 months post-IPO (whichever is later), and redeemable by the company if Class A common stock reaches **$18.00 or higher**[91](index=91&type=chunk)[94](index=94&type=chunk) - Private placement warrants share public warrant terms but are non-transferable, non-redeemable, and exercisable on a cashless basis while held by initial purchasers or permitted transferees[96](index=96&type=chunk) [Note 8 — Fair Value Measurements](index=22&type=section&id=Note%208%20—%20Fair%20Value%20Measurements) This note describes the company's fair value measurement of financial assets and liabilities under ASC 820, classifying marketable securities in the trust account as **Level 1 assets** as of September 30, 2019 - The company follows ASC 820 guidelines for fair value measurement of financial assets and liabilities, classifying them into Level 1, Level 2, and Level 3 hierarchies[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) Assets Measured at Fair Value as of September 30, 2019 | Description | Level | September 30, 2019 | | :---------------------------------------- | :---- | :----------------- | | Marketable securities held in Trust Account | 1 | $ 302,997,890 | [Note 9 — Subsequent Events](index=24&type=section&id=Note%209%20—%20Subsequent%20Events) The company evaluated subsequent events from the balance sheet date to the financial statement issuance date, finding no significant events requiring adjustment or disclosure - The company identified no significant subsequent events requiring adjustment or disclosure[105](index=105&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's discussion and analysis of financial condition and results of operations, focusing on the company's status as a blank check company and its pursuit of an initial business combination - The company is a blank check company, formed on September 26, 2018, with the objective of effecting a business combination[109](index=109&type=chunk) - As of September 30, 2019, the company had not commenced any operations or generated operating revenue, focusing on organizational activities, IPO preparation, and identifying target businesses[115](index=115&type=chunk) Summary of Results of Operations | Metric | Three Months Ended September 30, 2019 | Nine Months Ended September 30, 2019 | | :------------------- | :------------------------------------ | :----------------------------------- | | Net Income | $841,755 | $2,053,393 | | Trust Account Interest Income | $1,754,117 | $3,756,180 | | Operating Costs | $510,526 | $1,181,659 | | Provision for Income Taxes | $223,758 | $545,838 | - The company raised a total of **$300,150,000** from its IPO and private placement, deposited into a trust account for future business combinations[120](index=120&type=chunk) - As of September 30, 2019, the trust account held **$302,997,890** in marketable securities, including approximately **$2,848,000** in interest income and unrealized gains[122](index=122&type=chunk) - The company held **$588,282** in cash outside the trust account for identifying and evaluating target businesses, conducting due diligence, and completing a business combination[125](index=125&type=chunk) - The company has no off-balance sheet arrangements, with its primary contractual obligation being a **$35,000 monthly** administrative support fee to an affiliate of the sponsor[128](index=128&type=chunk)[129](index=129&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company's market risk is primarily associated with short-term U.S. government Treasury bills and money market funds in the trust account, with no significant interest rate risk due to their short-term nature - Net proceeds from the IPO, including funds in the trust account, may be invested in U.S. government Treasury bills or certain money market funds with maturities of **180 days or less**[135](index=135&type=chunk) - Due to the short-term nature of these investments, the company believes it has no significant exposure to interest rate risk[135](index=135&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management assessed the effectiveness of disclosure controls and procedures as of September 30, 2019, concluding they are effective, with no significant changes in internal financial reporting controls during the period - As of September 30, 2019, the company's management assessed and concluded that its disclosure controls and procedures are effective[136](index=136&type=chunk) - Disclosure controls and procedures are designed to ensure required information is recorded, processed, summarized, and reported within SEC-prescribed timeframes[137](index=137&type=chunk) - No significant changes in internal control over financial reporting occurred during the most recent fiscal quarter[138](index=138&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings as of the end of this quarter - The company has no legal proceedings[141](index=141&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) As of this quarterly report, there are no material changes to the risk factors disclosed in the company's final IPO prospectus filed on March 18, 2019 - As of this quarterly report, no material changes occurred to the risk factors disclosed in the company's final IPO prospectus filed on March 18, 2019[142](index=142&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company disclosed details of its IPO, selling **30,015,000 units** for **$300,150,000**, and a private placement of **8,503,000 warrants** for **$8,503,000**, with all net proceeds deposited into a trust account - The company sold **30,015,000 units** in its IPO at **$10.00 per unit**, generating total proceeds of **$300,150,000**[143](index=143&type=chunk) - The company privately placed **8,503,000 private placement warrants** to the sponsor at **$1.00 per warrant**, totaling **$8,503,000** in proceeds, exempt from registration under Section 4(a)(2) of the Securities Act[144](index=144&type=chunk) - Total proceeds of **$300,150,000** from the IPO and private placement were deposited into a trust account[146](index=146&type=chunk) - The company paid **$6,003,000** in underwriting discounts and commissions and deferred **$10,505,250** in underwriting discounts and commissions[146](index=146&type=chunk) [Item 3. Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities as of the end of this quarter - The company has no defaults upon senior securities[149](index=149&type=chunk) [Item 4. Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This disclosure is not applicable to the company - Mine safety disclosures are not applicable to the company[150](index=150&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reports no other information requiring disclosure as of the end of this quarter - The company has no other information[152](index=152&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed or incorporated by reference as part of this quarterly report, including various agreements and certifications Exhibit List | No. | Description of Exhibit | | :-------- | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | | 1.1 | Underwriting Agreement, dated March 14, 2019, by and among the Company, BTIG LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters. (1) | | 3.1 | Amended and Restated Certificate of Incorporation. (1) | | 4.1 | Warrant Agreement, dated March 14, 2019, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1) | | 10.1 | Letter Agreement, dated March 14, 2019, by and among the Company, its officers, directors and the Sponsor. (1) | | 10.2 | Investment Management Trust Agreement, dated March 14, 2019, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1) | | 10.3 | Registration Rights Agreement, dated March 14, 2019, by and among the Company and the certain security holders. (1) | | 10.4 | Administrative Support Agreement, dated March 14, 2019, by and between the Company and Robin Trine Holdings LLC. (1) | | 10.5 | Private Placement Warrants Purchase Agreement, dated March 14, 2019, by and between the Company and the Sponsor. (1) | | 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-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), 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* | XBRL Instance Document |\ | 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |\ | 101.SCH* | XBRL Taxonomy Extension Schema Document |\ | 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |\ | 101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document |\ | 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | SIGNATURES [Signatures](index=34&type=section&id=Signatures) This report was formally signed by CEO Leo Hindery, Jr. and CFO Pierre M. Henry on November 8, 2019 - This report was signed by Chief Executive Officer Leo Hindery, Jr. and Chief Financial Officer Pierre M. Henry on November 8, 2019[158](index=158&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 83-2044042 (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 Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant TRNE.U The New York Stock Exchange Class A common stock, $0.0001 par value per share TRNE The New York Stock Exchange War ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38835 TRINE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |--------------------------------------- ...