AIRSHIP(AISP) - 2021 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION Financial Statements Presents unaudited condensed financial statements for the period ended March 31, 2021, detailing the IPO and warrant reclassification Key Financial Data as of March 31, 2021 | Metric | Amount (USD) | | :--- | :--- | | Balance Sheet | | | Total Assets | $303,677,311 | | Investments held in Trust Account | $300,900,721 | | Total Liabilities | $25,437,952 | | Derivative warrant liabilities | $14,744,400 | | Total Shareholders' Equity | $5,000,009 | | Statement of Operations | | | Net Loss | $(1,234,716) | | Basic and diluted net loss per share, non-redeemable common stock | $(0.11) | - The company identified an error in its initial accounting for warrants, which were previously classified as equity. They have been corrected to be classified as derivative liabilities on the balance sheet, impacting the financial statements[45][113][114] Unaudited Condensed Balance Sheet As of March 31, 2021, total assets were $303.7 million, with $300.9 million in Trust Account, and $25.4 million in total liabilities Balance Sheet Summary as of March 31, 2021 | Category | Amount (USD) | | :--- | :--- | | Assets | | | Cash | $1,628,782 | | Investments held in Trust Account | $300,900,721 | | Total Assets | $303,677,311 | | Liabilities & Equity | | | Total current liabilities | $193,552 | | Deferred underwriting commissions | $10,500,000 | | Derivative warrant liabilities | $14,744,400 | | Total Liabilities | $25,437,952 | | Class A ordinary shares subject to possible redemption | $273,239,350 | | Total Shareholders' Equity | $5,000,009 | Unaudited Condensed Statement of Operations For the period ended March 31, 2021, the company reported a net loss of $1.23 million, primarily from derivative warrant liabilities and offering costs Statement of Operations for the period ended March 31, 2021 | Line Item | Amount (USD) | | :--- | :--- | | Loss from operations | $(163,007) | | Change in fair value of derivative warrant liabilities | $(294,850) | | Offering costs associated with derivative warrant liabilities | $(777,580) | | Income from investments held in Trust Account | $721 | | Net Loss | $(1,234,716) | Unaudited Condensed Statement of Changes in Shareholders' Equity Shareholders' equity reached $5.0 million by March 31, 2021, influenced by IPO proceeds, offering costs, and the period's net loss Changes in Shareholders' Equity for the period ended March 31, 2021 | Activity | Impact on Equity (USD) | | :--- | :--- | | Issuance of Class B shares to Sponsor | $25,000 | | Sale of units in IPO (net of allocation to warrants) | $285,550,450 | | Offering costs | $(16,401,375) | | Reclassification of shares subject to possible redemption | $(273,239,350) | | Net loss | $(1,234,716) | | Ending Shareholders' Equity | $5,000,009 | Unaudited Condensed Statement of Cash Flows Net cash used in operating activities was $1.18 million, while financing activities provided $303.7 million, resulting in $1.63 million cash at period-end Cash Flow Summary for the period ended March 31, 2021 | Cash Flow Category | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | $(1,181,799) | | Net cash used in investing activities | $(300,900,000) | | Net cash provided by financing activities | $303,710,581 | | Net change in cash | $1,628,782 | Notes to Unaudited Condensed Financial Statements Notes detail company operations, IPO terms, related party transactions, and significant warrant reclassification to derivative liabilities - The Company is a blank check company formed to effect a business combination, intending to focus on the Israeli technology industry[23] - The company has 24 months from its IPO (until March 23, 2023) to complete a Business Combination, or it will be required to liquidate and return funds from the Trust Account to public shareholders[34] - A significant restatement was made to classify public and private warrants as derivative liabilities measured at fair value, following the SEC Staff Statement issued on April 12, 2021. This resulted in recognizing a $14.4 million liability upon issuance[113][114][115] Management's Discussion and Analysis of Financial Condition and Results of Operations Discusses company operations since inception, highlighting a $1.2 million net loss from non-cash derivative liabilities, with sufficient working capital for the next year - The company is a blank check company targeting the Israeli technology industry, including sectors like cybersecurity, automotive technology, fintech, and AI[121] - For the period from inception to March 31, 2021, the company reported a net loss of approximately $1.2 million, mainly consisting of non-cash losses from changes in fair value of derivative liabilities, offering costs, and administrative expenses[126] - As of March 31, 2021, the company had approximately $1.6 million in its operating bank account and working capital of $2.6 million, which management believes is sufficient for at least the next year[127][129] - The company's warrants are recognized as derivative liabilities and are re-measured to fair value each reporting period, with changes recognized in the statement of operations[135] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[147] Controls and Procedures Disclosure controls were ineffective as of March 31, 2021, due to a material weakness in warrant accounting, prompting remediation efforts - The company's disclosure controls and procedures were deemed not effective as of March 31, 2021[148] - A material weakness was identified related to the accounting for warrant liabilities, prompted by the SEC Staff Statement on SPAC warrants[148] - Remediation steps have been implemented, including enhancing the review process for complex securities and accounting standards[150] PART II. OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - The company has no legal proceedings to report[152] Risk Factors New risk factors include material fluctuations from warrant re-evaluation as derivative liabilities and a material weakness in internal controls - The accounting of warrants as liabilities requires recurring fair value measurement, which may cause non-cash gains or losses and significant fluctuations in quarterly financial results[154][155] - A material weakness in internal control over financial reporting was identified as of March 31, 2021, related to the accounting for warrants. Failure to remediate this could adversely affect investor confidence[157] - The company may face litigation and other risks as a result of the material weakness and the change in accounting for warrants[160] Unregistered Sales of Equity Securities and Use of Proceeds Details unregistered sale of Class B Founder Shares and confirms $300.0 million IPO proceeds were placed in the Trust Account - On January 22, 2021, the Sponsor purchased 8,625,000 Class B ordinary shares (Founder Shares) for $25,000 in an unregistered sale[161] - Following the IPO, $300.0 million of the net proceeds from the IPO and private placement were placed in the Trust Account[164] - There has been no material change in the planned use of proceeds from the IPO and Private Placement[165] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[166] Mine Safety Disclosures This item is not applicable to the company - Not applicable[167] Other Information The company reports no other information - None[168] Exhibits This section lists exhibits filed with Form 10-Q, including CEO/CFO certifications and XBRL data files - Exhibits filed include CEO and CFO certifications and XBRL Instance Documents[169]