PART I – FINANCIAL INFORMATION Item 1. Condensed Financial Statements Unaudited condensed financial statements as of June 30, 2021, show $345.5 million in assets and $13.4 million net income, influenced by warrant reclassification Condensed Consolidated Balance Sheets As of June 30, 2021, the balance sheet shows $345.5 million in assets and $40.6 million in liabilities, primarily due to warrant revaluation Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Assets | | | | Cash | $145,200 | $1,667,600 | | Marketable securities held in Trust Account | $345,009,910 | $345,000,000 | | Total Assets | $345,529,674 | $347,394,817 | | Liabilities & Equity | | | | Warrant liabilities | $25,104,000 | $43,147,500 | | Deferred underwriting fee payable | $12,075,000 | $12,075,000 | | Total Liabilities | $40,638,405 | $55,927,140 | | Class A ordinary shares subject to possible redemption | $299,891,260 | $286,467,670 | | Total Shareholders' Equity | $5,000,009 | $5,000,007 | Condensed Consolidated Statements of Operations For the six months ended June 30, 2021, the company reported $13.4 million net income, primarily from an $18.0 million non-cash gain on warrant liabilities Condensed Consolidated Statements of Operations (Unaudited) | Account | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | General and administrative expenses | $3,188,504 | $4,629,818 | | Loss from operations | ($3,188,504) | ($4,629,818) | | Change in fair value of warrant liabilities | $523,000 | $18,043,500 | | Interest earned on marketable securities | $5,210 | $9,910 | | Net Income (Loss) | ($2,660,294) | $13,423,592 | Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2021, net cash used in operating activities was $1.3 million, reducing cash from $1.7 million to $145,200 Cash Flow Summary for Six Months Ended June 30, 2021 (Unaudited) | Category | Amount | | :--- | :--- | | Net cash used in operating activities | ($1,254,632) | | Net cash used in financing activities | ($267,768) | | Net Change in Cash | ($1,522,400) | | Cash – Beginning of period | $1,667,600 | | Cash – End of period | $145,200 | Notes to Unaudited Condensed Consolidated Financial Statements The notes detail the company's blank check status, Velo3D agreement, and financial restatement due to warrant reclassification - The company is a blank check company formed to effect a business combination and has until December 7, 2022, to do so1628 - On March 22, 2021, the Company entered into a Business Combination Agreement with Velo3D, Inc72 - Financials were revised to correct the classification of additional paid-in capital and retained earnings as of March 31, 202131 - Warrants are classified as liabilities and measured at fair value, with Public Warrants moving from Level 3 to Level 1 inputs and Private Placement Warrants moving from Level 3 to Level 2 inputs during the period4699 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's pre-business combination SPAC status, results driven by warrant fair value changes, liquidity concerns, and critical accounting policies - The company is a blank check company seeking to complete a business combination, with activities limited to formation, IPO, and target search104107 Results of Operations Summary | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | Three months ended June 30, 2021 | ($2,660,294) | General & admin expenses of $3.2M, offset by a $0.5M gain on warrant liabilities | | Six months ended June 30, 2021 | $13,423,592 | A $18.0M gain on warrant liabilities, offset by $4.6M in general & admin expenses | - As of June 30, 2021, the company had $145,200 in cash held outside the Trust Account and will need to raise additional capital, raising substantial doubt about its ability to continue as a going concern115117 - Critical accounting policies include classifying outstanding warrants as derivative liabilities measured at fair value and classifying ordinary shares subject to redemption as temporary equity129130131 Item 3. Quantitative and Qualitative Disclosures about Market Risk The company faces no material market or interest rate risk, with Trust Account funds invested in short-term U.S. government securities - The company is not subject to any material market or interest rate risk as of June 30, 2021142 - Proceeds from the IPO held in the Trust Account are invested in short-term U.S. government securities or money market funds, believed to have no material exposure to interest rate risk142 Item 4. Controls and Procedures The company restated December 31, 2020, financials due to warrant misclassification, identifying a material weakness in disclosure controls and procedures - Following an SEC staff statement on April 12, 2021, the company re-evaluated its accounting for warrants and concluded they should be classified as liabilities measured at fair value, not equity143144 - Management determined that due to the warrant misclassification, its disclosure controls and procedures were not effective as of December 31, 2020146 - The company plans to remediate this material weakness by enhancing its processes and communication regarding complex accounting applications147 PART II – OTHER INFORMATION Item 1. Legal Proceedings The company reported no legal proceedings - There are no legal proceedings to report150 Item 1A. Risk Factors No material changes to risk factors have occurred since previous filings - No material changes to risk factors have occurred since previous filings151 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details $345 million gross proceeds from the December 7, 2020, IPO and $8.9 million from a private placement, with $345 million deposited into the Trust Account - The Initial Public Offering on December 7, 2020, raised gross proceeds of $345,000,000 from the sale of 34,500,000 units152 - A simultaneous private placement of 4,450,000 warrants to the Sponsor generated proceeds of $8,900,000153 - A total of $345,000,000 from the IPO and private placement was deposited into the Trust Account154 Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - There are no defaults upon senior securities to report156 Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable157 Item 5. Other Information The company reported no other information - There is no other information to report158 Item 6. Exhibits This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL data - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act160 - Inline XBRL Instance, Schema, Calculation, Definition, Label, and Presentation documents are filed as exhibits160
Velo3D(VLD) - 2021 Q2 - Quarterly Report