SeaStar Medical(ICU) - 2021 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This part contains the unaudited financial statements, management's discussion and analysis, and disclosures on market risk and controls Item 1. Financial Statements This section presents the unaudited financial statements for the periods ended June 30, 2021, and December 31, 2020 LMF Acquisition Opportunities, Inc. Balance Sheets The balance sheets show total assets of $106.5 million and total liabilities of $11.9 million as of June 30, 2021 Balance Sheet Highlights (Unaudited) | Metric | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Cash | $339,724 | $38,388 | | Cash & Marketable Securities in Trust | $105,575,470 | — | | Total Assets | $106,526,729 | $269,208 | | Total Liabilities | $11,873,788 | $249,444 | | Warrant Liability | $8,059,000 | — | | Class A Common Stock subject to redemption | $89,605,819 | — | | Total Stockholders' Equity | $5,047,122 | $19,764 | LMF Acquisition Opportunities, Inc. Statement of Operations The statement of operations details a net loss of $1.98 million for the three months ended June 30, 2021 Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Formation and Administrative costs | $209,718 | $335,675 | | Loss from operations | $(209,718) | $(335,675) | | Gain (loss) on warrant liability revaluation | $(1,772,980) | $57,680 | | Interest earned on marketable securities | — | $1,754 | | Net loss | $(1,982,698) | $(276,241) | | Basic and diluted net loss per share | $(0.15) | $(0.02) | LMF Acquisition Opportunities, Inc. Statement of Cash Flows The statement of cash flows shows a net increase in cash of $301,336 for the six months ended June 30, 2021 Statement of Cash Flows Highlights (Unaudited) | Metric | Six Months Ended June 30, 2021 | | :--- | :--- | | Net cash used in operating activities | $(319,372) | | Net cash used in investing activities | $(105,573,716) | | Net cash provided by financing activities | $106,194,424 | | Net increase in cash | $301,336 | | Cash - End of Period | $339,724 | LMF Acquisition Opportunities, Inc. Statement of Equity The statement of equity reflects an increase in total equity to $5.0 million as of June 30, 2021 Statement of Changes in Stockholders' Equity Highlights (Unaudited) | Metric | Balance as of Dec 31, 2020 | Balance as of June 30, 2021 | | :--- | :--- | :--- | | Total Equity | $19,764 | $5,047,122 | | Redeemable Interest | $0 | $89,605,819 | | Class A Common Stock Shares | — | 1,581,637 | | Class B Common Stock Shares | 2,156,250 | 2,587,500 | | Additional Paid-in Capital | $24,785 | $5,328,182 | | Accumulated Deficit | $(5,236) | $(281,477) | Notes to Unaudited Financial Statements This section provides detailed disclosures on accounting policies, warrant reclassification, related party transactions, and equity structure - The Company is an "emerging growth company" and has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may affect comparability with other public companies[31][32] - The Company classifies 8,871,863 Class A common stock subject to possible redemption as temporary equity at redemption value, outside of stockholders' equity[38] - Public Warrants and Private Placement Warrants are recognized as derivative liabilities at fair value and re-measured each reporting period, with changes recognized in operating results[39][40] Note 1 — Organization and Business Operations The company was formed to effect a business combination and completed its IPO in January 2021 - The Company was incorporated in Delaware to effect a business combination (merger, acquisition, etc) and had not commenced operations as of June 30, 2021[20][21] - The IPO of 10,350,000 units at $10.00 per unit generated $103,500,000 gross proceeds on January 28, 2021[22] - Simultaneously, 5,738,000 Private Placement Warrants were sold to the Sponsor for $5,738,000[22] - $105,570,000 from IPO and Private Placement Warrants proceeds were placed in a Trust Account, to be invested in U.S. government securities[23] Note 2. Restatement of Previously Issued Financial Statement This note details the restatement of financial statements to reclassify warrants from equity to derivative liabilities - The Company restated its financial statements to reclassify Public and Private Placement Warrants from equity to derivative liabilities[24][27] - This reclassification was due to provisions in the Warrant Agreement regarding potential changes to settlement amounts and a tender offer provision, which meant warrants were not indexed to the issuer's common stock under ASC 815-40[24][25] - The change in accounting treatment did not affect previously reported operating expenses, cash flows, or cash[28] Note 3 — Significant Accounting Policies This note outlines the key accounting policies, including basis of presentation, use of estimates, and treatment of financial instruments Basis of Presentation The financial statements are prepared in accordance with SEC rules for interim reporting - Unaudited condensed consolidated financial statements are prepared in accordance with SEC rules, with certain information condensed or omitted compared to annual statements[30] Emerging Growth Company Status The company qualifies as an emerging growth company, allowing for certain reporting exemptions - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements[31] - The Company elected not to opt out of the extended transition period for new accounting standards, meaning it will adopt new standards at the same time as private companies[32] Use of Estimates Financial statement preparation requires management to make estimates and assumptions - Financial statement preparation requires management to make estimates and assumptions that affect reported asset and liability amounts and expense disclosures[34] Cash and Cash Equivalents The company considers short-term investments with maturities of three months or less as cash equivalents - Short-term investments with original maturities of three months or less are considered cash equivalents; the Company had no cash equivalents as of June 30, 2021[35] Cash and Marketable Securities Held in Trust Account Assets in the Trust Account are held in U.S. Treasury Securities Money Market Funds - As of June 30, 2021, substantially all assets in the Trust Account were held in U.S. Treasury Securities Money Market Funds[36] Concentration of Credit Risk The company's cash account may exceed FDIC coverage, but management perceives no significant risk - The Company's cash account may exceed FDIC coverage of $250,000, but management believes there is no significant risk[37] Common Stock Subject to Possible Redemption Class A common stock with redemption rights is classified as temporary equity - Class A common stock with redemption rights outside the Company's control are classified as temporary equity and presented at redemption value[38] - As of June 30, 2021, 8,871,863 Class A common shares were subject to possible redemption[38] Derivative Warrant Liabilities Warrants are recognized as derivative liabilities and re-measured at fair value each reporting period - Public Warrants (10,350,000) and Private Placement Warrants (5,768,000) are recognized as derivative liabilities and re-measured at fair value each reporting period using a Monte Carlo simulation model[40] Offering Costs Total offering costs of $6.2 million were charged to stockholders' equity upon IPO completion - Total offering costs of $6,233,747 were charged to stockholders' equity upon IPO completion, including underwriting discounts, deferred fees, and other expenses[41] Fair Value of Financial Instruments Fair value is determined using a three-tier hierarchy based on the observability of inputs - Fair value is determined using a three-tier hierarchy (Level 1, 2, 3) based on the observability of inputs, prioritizing quoted prices in active markets[42][51] Income Taxes The company applies ASC Topic 740 for income taxes and establishes valuation allowances as needed - The Company applies ASC Topic 740 for income taxes, using an asset and liability approach and establishing valuation allowances when recovery of deferred tax assets is not likely[43][45] - As of June 30, 2021, and December 31, 2020, no assets or liabilities were recognized for uncertain tax positions, and no significant change is expected in unrecognized tax benefits over the next twelve months[46][48] Recent Accounting Pronouncements Management believes no recently issued accounting standards would materially affect the financial statements - Management believes no recently issued, but not yet effective, accounting standards would materially affect the Company's financial statements if currently adopted[49] NOTE 4. GOVERNMENT MONEY MARKET FUND HELD IN TRUST ACCOUNT This note specifies that $105.6 million in the Trust Account is held in a treasury money market fund - As of June 30, 2021, $105,575,470 of assets in the Trust Account were held in a treasury money market fund, measured at fair value with changes recognized in net income[50] NOTE 5. PREPAID EXPENSES This note details the company's prepaid expenses, primarily for D&O insurance - As of June 30, 2021, the Company had approximately $537,000 in prepaid expenses, primarily for D&O insurance[51] NOTE 6. INITIAL PUBLIC OFFERING This note describes the terms of the company's IPO and the use of proceeds - On January 28, 2021, the Company sold 10,350,000 Units at $10.00 each, with each unit comprising one Class A common stock share and one warrant[52] - Warrants are exercisable at $11.50 per share, becoming exercisable 30 days after business combination or 12 months from IPO closing, and expiring five years after business combination[52] - $10.20 per Unit from the IPO proceeds was placed in the Trust Account, to be released upon business combination, certain charter amendments, or redemption if no business combination within 18-21 months[53] NOTE 7. PRIVATE PLACEMENT This note details the private placement of warrants to the company's Sponsor - The Company sold 5,738,000 Private Placement Warrants to its Sponsor at $1.00 per warrant, generating $5,738,000, with proceeds added to the Trust Account[54] - Private Placement Warrants are non-redeemable and exercisable on a cashless basis as long as held by the Sponsor or permitted transferees, unlike public warrants[55] - The Sponsor waived redemption rights for founder and public shares and agreed to vote in favor of the initial Business Combination[56] NOTE 8. RELATED PARTY TRANSACTIONS This note discloses transactions with related parties, including loans and founder shares - The Company issued 2,587,500 shares of Class B common stock (founder shares) to the Sponsor for $25,000[61] - Founder shares are subject to transfer restrictions until one year after the business combination or earlier under certain conditions (e.g, Class A stock price reaching $12.00 for 20 trading days within 30-day period 150 days post-combination)[62] Related Party Loans (initial) The Sponsor provided an initial loan for IPO expenses, which has been repaid - The Company borrowed $151,000 from the Sponsor via an unsecured promissory note for IPO expenses, which was repaid on January 28, 2021[57][58] Related Party Loans (working capital) The Sponsor may provide working capital loans convertible into warrants - The Sponsor or affiliates may provide Working Capital Loans for business combination transaction costs, convertible into private placement-equivalent warrants at $1.00 per warrant[59] Related Party Extension Loans The Sponsor must deposit funds into the Trust Account to extend the business combination period - To extend the business combination period by three months (up to 21 months total), the Sponsor must deposit $1,035,000 ($0.10 per share) into the Trust Account as a non-interest bearing loan, repayable upon business combination[60] Founder Shares The Sponsor received founder shares for an initial investment of $25,000 - The Sponsor received 2,156,250 Class B common stock shares for $25,000, which increased to 2,587,500 shares after a stock dividend in January 2021[61] NOTE 9. COMMITMENTS REGISTRATION RIGHTS This note outlines commitments related to registration rights, underwriter compensation, and potential risks - Maxim Group LLC was granted a right of first refusal to act as lead left book-running managing underwriter for future equity, convertible, and debt offerings for 18 months post-business combination[65][66] - The Company issued 103,500 shares of Class A common stock to Maxim and/or its designees, valued at $1,000, as underwriters' compensation, subject to lock-up and waiver of redemption rights[67][68][69] Registration Rights Holders of founder shares and private placement warrants have registration rights - Holders of founder shares, Private Placement Warrants, and underlying Class A common stock have registration rights, including up to three demand registrations and "piggy-back" rights[63] Right of First Refusal Maxim Group LLC holds a right of first refusal for future offerings - Maxim Group LLC holds a right of first refusal for future public and private offerings, with specific economic percentages, for 18 months after the business combination, not exceeding three years from the IPO effective date[65][66] Representative's Common Stock The underwriter received Class A common stock as part of its compensation - 103,500 Class A common stock shares were issued to Maxim and/or its designees as underwriters' compensation, subject to an 180-day lock-up period post-IPO effective date[67][69] Risks and Uncertainties The COVID-19 pandemic poses significant risks to completing a business combination - The COVID-19 pandemic poses significant risks, potentially affecting the Company's ability to complete a business combination due to potential travel restrictions, meeting limitations, and market downturns[70] Note 10. Derivative Liability This note explains the accounting treatment of warrants as derivative liabilities - As of June 30, 2021, there are 16,188,000 warrants outstanding, each exercisable for one Class A common stock share at $11.50, subject to adjustment based on certain conditions related to future equity issuances and market value[71] - Warrants become exercisable on the later of 12 months from June 30, 2021, or 30 days post-Business Combination, expiring five years after the Business Combination[72] - The Company may call warrants for redemption (excluding Private Placement Warrants) at $0.01 per warrant if Class A common stock price equals or exceeds $18.00 for 20 trading days within a 30-day period[74] Warrants (general description) The terms of warrant exercise may be adjusted for certain corporate actions - The exercise price and number of shares issuable upon warrant exercise may be adjusted for stock dividends, extraordinary dividends, or corporate reorganizations, but not for issuances below exercise prices[75] Warrants Classified as Derivative Liabilities Warrants were reclassified as derivative liabilities due to specific provisions in the warrant agreement - Warrants were reclassified as derivative liabilities due to provisions allowing potential changes to settlement amounts and a tender offer clause, failing ASC 815-40 criteria for equity classification[76][77][78] - The Company recognized an approximately $57,680 gain on the revaluation of warrants as of June 30, 2021, and will continue to re-measure them at each reporting period[80] Warrant Fair Value (Unaudited) | Warrant Type | June 30, 2021 | January 28, 2021 | | :--- | :--- | :--- | | Public Warrants | $5,175,000 | $5,175,000 | | Private Placement Warrants | $2,884,000 | $2,941,680 | | Total | $8,059,000 | $8,116,680 | NOTE 11. FAIR VALUE MEASUREMENTS This note describes the framework for measuring fair value using a three-level hierarchy - The Company uses ASC 820 guidance for fair value measurements, maximizing observable inputs (Level 1, 2) and minimizing unobservable inputs (Level 3)[81][82] Fair Value Hierarchy of Assets and Liabilities (Unaudited) | Item | Level | June 30, 2021 | January 28, 2021 | | :--- | :--- | :--- | :--- | | Securities held in Trust Account | 1 | $105,575,470 | $105,570,833 | | Private Placement Warrants | 3 | $2,884,000 | $2,249,520 | | Public Warrants | 3 | $5,175,000 | $4,036,500 | Note 12. Stockholder's Equity This note details the authorized and outstanding shares of preferred and common stock - Class B common stock will automatically convert into Class A common stock on a one-for-one basis at the time of the Business Combination, subject to certain adjustments to maintain 20% ownership for founder shares[89] - Holders of Class A and Class B common stock vote together as a single class, with each share entitling one vote[90] Preferred Stock The company is authorized to issue preferred stock, but none is outstanding - The Company is authorized to issue 1,000,000 shares of preferred stock ($0.0001 par value), with no shares issued or outstanding as of June 30, 2021[84] Class A Common Stock The company is authorized to issue 100 million shares of Class A common stock - The Company is authorized to issue 100,000,000 shares of Class A common stock ($0.0001 par value); 10,453,000 shares were issued and outstanding (excluding 8,871,863 redeemable shares) as of June 30, 2021[85] Class B Common Stock The company is authorized to issue 20 million shares of Class B common stock - The Company is authorized to issue 20,000,000 shares of Class B common stock ($0.0001 par value); 2,587,500 shares were issued and outstanding as of June 30, 2021, held by the Sponsor[86] - Founder shares (Class B common stock) are subject to transfer restrictions until one year after the business combination or if Class A common stock reaches $12.00 for 20 trading days within a 30-day period commencing 150 days after the business combination[87][88] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition, results of operations, and liquidity Forward-Looking Statements The report contains forward-looking statements subject to risks and uncertainties - The report contains forward-looking statements regarding future expectations, beliefs, and strategies, which are subject to known and unknown risks and uncertainties[92][93] - The Company assumes no duty to update or revise any forward-looking statements, except as required by law[94] Overview The company is a SPAC formed to effect a business combination and has not yet commenced operations - LMF Acquisition Opportunities, Inc is a SPAC formed to effect a business combination, with no specific target identified yet and no operations commenced as of June 30, 2021[95][97] - The Company's IPO on January 28, 2021, generated $103,500,000 from 10,350,000 units, and a concurrent private placement of 5,738,000 warrants generated $5,738,000[98][99] - $105,570,000 from the IPO and private placement was placed in a Trust Account, to be invested in U.S. government securities, and will not be released until a business combination or other specified events[101] COVID-19 Update The COVID-19 pandemic poses a risk to the company's ability to complete a business combination - The COVID-19 pandemic poses a risk to the Company's ability to complete a business combination due to potential travel restrictions, meeting limitations, and market disruptions[102] Results of Operations for the Three Months Ended June 30, 2021 The company reported a net loss of $1.98 million for the three months ended June 30, 2021 - The Company had no revenues and incurred approximately $210,000 in formation and administrative expenses during the three months ended June 30, 2021[104][105] - A $1.7 million loss was recognized from the revaluation of warrants, contributing to a net loss of $1.98 million for the period[106][108] Revenues The company reported no revenues for the period - The Company reported no revenues for the three months ended June 30, 2021[104] Expenses Formation and administrative costs were the primary expenses for the period - Formation and administrative costs amounted to approximately $210,000 for the three months ended June 30, 2021[105] Gain on Revaluation of Warrants The company recognized a $1.7 million loss from the revaluation of warrants - The Company recognized a $1.7 million loss from the revaluation of warrants for the three months ended June 30, 2021[106] Income Tax Expense No income tax expense was incurred due to the company's loss position - No income tax expense was incurred due to the Company being in a loss position, with a full taxation valuation allowance recognized[107] Net Loss The net loss for the period was primarily due to the revaluation of warrants - The net loss for the three months ended June 30, 2021, was $1.98 million, primarily due to the revaluation of warrants[108] Results of Operations for the Six Months Ended June 30, 2021 The company reported a net loss of $0.3 million for the six months ended June 30, 2021 - The Company had no revenues and incurred approximately $336,000 in formation and administrative expenses for the six months ended June 30, 2021[110] - A $57,000 gain was recognized from the revaluation of warrants, and $1,700 in interest was earned on marketable securities in the Trust Account[111][112] - The net loss for the six months ended June 30, 2021, was $0.3 million, primarily influenced by warrant revaluation[114] Revenues The company reported no revenues for the period - The Company reported no revenues for the six months ended June 30, 2021[110] Expenses Formation and administrative costs were the primary expenses for the period - Formation and administrative costs totaled approximately $336,000 for the six months ended June 30, 2021[110] Gain on Revaluation of Warrants The company recognized a $57,000 gain from the revaluation of warrants - The Company recognized a $57,000 gain from the revaluation of warrants for the six months ended June 30, 2021[111] Other Income The company earned interest on marketable securities in the Trust Account - Interest earned on marketable securities in the Trust Account amounted to $1,700 for the six months ended June 30, 2021[112] Income Tax Expense No income tax expense was incurred due to the company's loss position - No income tax expense was incurred due to the Company being in a loss position, with a full taxation valuation allowance recognized[113] Net Loss The net loss for the period was primarily due to the revaluation of warrants - The net loss for the six months ended June 30, 2021, was $0.3 million, primarily due to the revaluation of warrants[114] Liquidity and Capital Resources This section details the company's cash position and sources and uses of cash - As of June 30, 2021, the Company had $340,000 in cash and cash equivalents[115] - Net cash used in operating activities was $319,000, while net cash used in investing activities was $105.6 million (investment in Trust Account)[116][117] - Net cash provided by financing activities was $106.2 million, primarily from the IPO proceeds[118] General The company's cash and cash equivalents stood at $340,000 - The Company had $340,000 in cash and cash equivalents as of June 30, 2021[115] Cash from Operations Net cash used in operating activities was primarily for operating and formation costs - Net cash used in operating activities was $319,000 for the six months ended June 30, 2021, mainly due to operating and formation costs[116] Cash from Investing Activities Net cash used in investing activities was for investment in the Trust Account - Net cash used in investing activities was $105.6 million for the six months ended June 30, 2021, primarily for investment in the Trust Account[117] Cash from Financing Activities Net cash provided by financing activities was largely from IPO proceeds - Net cash provided by financing activities was $106.2 million for the six months ended June 30, 2021, largely from IPO proceeds, offset by $611,000 in D&O insurance premiums[118] Shareholders' Equity The company issued units, Class B shares, and private placement warrants during the period - During the six months ended June 30, 2021, the Company issued 10.3 million units, 0.4 million Class B shares, and 5.7 million Private Placement Warrants[119] - As of June 30, 2021, the Company owed $143,000 for financed insurance premiums[120] Off-Balance Sheet Arrangements The company reported no off-balance sheet arrangements - The Company reported no off-balance sheet arrangements[121] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the company is exempt from providing these disclosures - The Company is not required to make disclosures under this item as it is a smaller reporting company[122] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were not effective due to material weaknesses - Management concluded that disclosure controls and procedures were not effective as of June 30, 2021[123] - Material weaknesses identified include ineffective segregation of accounting duties due to small staff size and failure to properly evaluate complex equity transactions, leading to improper warrant classification[124] - The improper warrant classification was identified after the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by SPACs on April 12, 2021[124] Evaluation of disclosure controls and procedures. The company's certifying officers concluded that disclosure controls were not effective - The Certifying Officers evaluated the effectiveness of disclosure controls and procedures as of June 30, 2021, and concluded they were not effective[123] - Despite material weaknesses, management believes the financial statements fairly present the Company's financial position, results of operations, and cash flows[125] Changes in internal control over financial reporting. No material changes to internal controls were reported for the quarter - No changes in internal control over financial reporting occurred during the quarter ended June 30, 2021, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[127] PART II. OTHER INFORMATION This part covers legal proceedings, risk factors, unregistered sales of securities, and other required information Item 1. Legal Proceedings The company is not currently involved in any material litigation - The Company is not currently a party to material litigation proceedings, nor is any material legal proceeding threatened against it or its officers or directors[130] Item 1A. Risk Factors This section updates risk factors, highlighting material weaknesses in internal control and the impact of warrant accounting - Material weaknesses in internal control over financial reporting were identified, specifically related to warrant accounting and insufficient segregation of accounting duties[131] - These weaknesses led to a material misstatement of warrant liabilities and other equity accounts, resulting in a restatement of previously issued financial statements[131][134] - The SEC's guidance on SPAC warrant accounting required the reclassification of warrants as liabilities, leading to unanticipated costs and diversion of management resources[134] - Accounting for warrants as liabilities, with fair value changes reported in earnings, may adversely affect the market price of common stock[136][137] Material weaknesses in internal control over financial reporting The company identified material weaknesses related to warrant accounting and staff size - The Company identified material weaknesses in internal control over financial reporting, specifically regarding warrant accounting and the small size of its accounting staff, leading to ineffective controls as of June 30, 2021[131] - These weaknesses caused a material misstatement of warrant liabilities, Class A common stock subject to possible redemption, and other equity accounts, necessitating a restatement[131] SEC guidance on warrant accounting SEC guidance required the company to reclassify its warrants as liabilities - The SEC's Staff Statement on Accounting and Reporting Considerations for Warrants issued by SPACs (April 12, 2021) required the Company to reclassify its warrants as liabilities instead of equity[134] - This reclassification resulted in a restatement of previously issued financial statements, incurring unanticipated costs and diverting management resources[134] Warrants accounted for as liabilities Warrants are now accounted for as a liability at fair value - Following the restatement, warrants are accounted for as a liability at fair value, with changes in fair value reported in earnings each period[136][137] - The impact of fair value changes on earnings may have an adverse effect on the market price of the Company's common stock[137] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the issuance of unregistered securities and the use of IPO proceeds - The Company issued 2,156,250 shares of Class B common stock to its sponsor for $25,000 on November 6, 2020, under Section 4(a)(2) exemption[139] - 5,738,000 private placement warrants were sold to the sponsor for $5,738,000, also under Section 4(a)(2) exemption[141] - $105,570,000 from the IPO and private placement was placed in a trust account, with transaction costs totaling $6,233,747[142][143] - Funds in the trust account are primarily intended for the initial business combination, while funds outside the trust account are for identifying and evaluating target businesses and working capital[144][145] Sales of Unregistered Securities. No unregistered sales of equity securities were reported for the period - No unregistered sales of equity securities were reported for the period[138] Use of Proceeds. The IPO generated gross proceeds of $103.5 million - Gross proceeds of $103,500,000 were generated from the IPO of 10,350,000 units on January 28, 2021[140] - $105,570,000 was placed in a trust account, and $974,008 was held outside for offering costs and working capital[142][143] - Funds in the trust account are primarily for the initial business combination, while funds outside are for identifying and evaluating target businesses, due diligence, and general corporate purposes[144][145] Repurchase of Securities. No repurchases of securities were reported - No repurchases of securities were reported[147] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - The Company reported no defaults upon senior securities[147] Item 4. Mine Safety Disclosures The company reported no mine safety disclosures - The Company reported no mine safety disclosures[147] Item 5. Other Information The company reported no other information - The Company reported no other information[147] Item 6. Exhibits This section lists the exhibits filed as part of the report - The report includes various exhibits such as the Amended and Restated Certificate of Incorporation, Bylaws, Rule 13a-14(a) Certifications, Written Statement of Officers, and Inline XBRL documents[148][149] SIGNATURES The report is duly signed by the company's executive officers - The report is signed by Bruce M. Rodgers, Chief Executive Officer and Chairman of the Board, and Richard Russell, Chief Financial Officer, on August 16, 2021[151][152]