Part I. Financial Information This section encompasses the company's financial statements, management's analysis, market risk disclosures, and internal control evaluations Financial Statements The financial statements reflect the company's status as a newly formed blank check company as of September 30, 2019, prior to its Initial Public Offering Condensed Balance Sheet The condensed balance sheet presents the company's minimal assets and liabilities as of September 30, 2019, reflecting its pre-IPO formation stage Condensed Balance Sheet as of September 30, 2019 (Unaudited) | Category | Amount ($) | | :--- | :--- | | Total Current Assets | 9,673 | | Deferred offering costs | 96,380 | | Total Assets | 106,053 | | Total Current Liabilities | 80,569 | | Total Stockholders' Equity | 25,484 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 106,053 | Condensed Statements of Operations The condensed statements of operations report a net loss from inception due to organizational expenses, with no revenue generated Operating Results (Unaudited) | Period | Net Loss ($) | Basic and Diluted Net Loss per Share ($) | | :--- | :--- | :--- | | Three Months Ended Sep 30, 2019 | (87) | (0.00) | | Period from June 20, 2019 (Inception) to Sep 30, 2019 | (426) | (0.00) | - The company's net loss is entirely composed of formation and operating costs, as it had not commenced any revenue-generating operations1323 Condensed Statement of Changes in Stockholders' Equity This statement details the changes in stockholders' equity, primarily reflecting initial stock issuance and accumulated deficit - Stockholders' equity as of September 30, 2019, was $25,484, resulting from the issuance of 3,570,000 shares of common stock for $25,910 and an accumulated deficit of $426 from net losses15 Condensed Statement of Cash Flows The condensed statement of cash flows summarizes cash movements from operating and financing activities, resulting in a net cash increase Cash Flow Summary for the period from June 20, 2019 (Inception) to Sep 30, 2019 (Unaudited) | Cash Flow Activity | Amount ($) | | :--- | :--- | | Net cash used in operating activities | (426) | | Net cash provided by financing activities | 10,089 | | Net Change in Cash | 9,663 | | Cash – End of period | 9,663 | Notes to Unaudited Condensed Financial Statements These notes provide critical context on the company's formation, purpose, and significant subsequent events, including its Initial Public Offering - The company was formed on June 20, 2019, as a blank check company with the purpose of effecting a business combination, intending to focus its search on the cannabis industry2122 - As a subsequent event, the company consummated its Initial Public Offering (IPO) on November 7, 2019, raising gross proceeds of $120 million24[27](index=27&type=chunk] - A partial exercise of the underwriters' over-allotment option on November 13, 2019, raised an additional $10 million27 - Following the IPO and over-allotment, a total of $130,015,520 was placed in a trust account, and the company has until November 7, 2021 (24 months from IPO closing) to consummate a Business Combination27[34](index=34&type=chunk] - The Sponsor purchased 3,450,000 Founder Shares for $25,00058[61](index=61&type=chunk] - The company also issued a promissory note to the Sponsor for up to $150,000 to cover initial expenses, of which $75,569 was outstanding at quarter-end58[61](index=61&type=chunk] Management's Discussion and Analysis of Financial Condition and Results of Operations The company is a pre-operational blank check company whose activities since its June 2019 inception have been limited to organizational matters, resulting in a net loss of $426 - The company is a blank check company formed on June 20, 2019, to effect a merger, asset acquisition, or similar business combination85 - For the period from inception (June 20, 2019) to September 30, 2019, the company incurred a net loss of $426, consisting of formation and operating costs88 Post-IPO Capitalization (as of November 2019) | Category | Amount ($) | | :--- | :--- | | Gross Proceeds from IPO & Over-allotment | 130,215,831 | | Gross Proceeds from Private Warrants | 3,950,311 | | Amount Placed in Trust Account | 130,015,520 | | Cash Held for Working Capital | 796,558 | | Total Transaction Costs | 3,412,939 | - The company may obtain working capital loans of up to $1,500,000 from its Sponsor or affiliates, which may be converted into warrants at $1.00 per warrant upon completion of a Business Combination95 Quantitative and Qualitative Disclosures Regarding Market Risk The company states it was not subject to any material market or interest rate risk as of September 30, 2019 - As of September 30, 2019, the company was not subject to market or interest rate risk101 Controls and Procedures Management evaluated the company's disclosure controls and procedures and concluded they were effective as of September 30, 2019 - Based on an evaluation as of September 30, 2019, the company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective103 - There were no changes in the company's internal control over financial reporting during the fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls104 Part II. Other Information This section details unregistered equity sales and lists all filed exhibits Unregistered Sales of Equity Securities and Use of Proceeds This section outlines the company's equity activities, including the initial sale of 3.45 million Founder Shares for $25,000 and a private placement of 3.95 million warrants for $3.95 million - In August 2019, the Sponsor purchased founder shares for an aggregate price of $25,000, which after a stock dividend amounted to 3,450,000 shares, an unregistered sale under Section 4(a)(2) of the Securities Act106 - Simultaneously with the IPO, the company sold 3,950,311 Private Warrants to the Sponsor and EarlyBirdCapital at $1.00 per warrant, generating $3,950,311 in an unregistered private placement108 - From the gross proceeds of the IPO and private warrant sale, $130,015,520 was placed in the Trust Account109[110](index=110&type=chunk] - The company paid $3,412,939 in underwriting discounts and commissions109[110](index=110&type=chunk] Exhibits This section provides a list of all exhibits filed with the Form 10-Q, including foundational corporate and transactional documents and officer certifications - The report includes several exhibits, such as the Underwriting Agreement, Business Combination and Marketing Agreement, Amended and Restated Certificate of Incorporation, Warrant Agreement, and officer certifications required by the Sarbanes-Oxley Act114 Part III. Signatures This section contains the required signatures for the financial report
Leafly(LFLY) - 2019 Q3 - Quarterly Report