NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Note 1-Description of Organization, Business
Operations
Omnichannel Acquisition Corp. (the “Company”)
is a blank check company incorporated in Delaware on September 9, 2020. The Company was formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the
risks associated with emerging growth companies.
As of September 30, 2021, the Company had not
commenced any operations. All activity for the period from September 9, 2020 (inception) through September 30, 2021 relates to the Company’s
formation and the initial public offering (the “Initial Public Offering”), described below, and since the closing of the Initial
Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until
after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form
of interest income on investments from the proceeds derived from the Initial Public Offering (as defined below).
The Company’s sponsor is Omnichannel Sponsor
LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public
Offering was declared effective November 19, 2020. On November 24, 2020, the Company consummated its Initial Public Offering of 20,000,000
units (the “Units”) at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately
$11.6 million, inclusive of approximately $7.0 million in deferred underwriting commissions (Note 5). The Company granted the underwriters
in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 3,000,000 additional units to cover
over-allotments, if any. The Underwriters partially exercised the over-allotment option and on November 30, 2020, the underwriters purchased
an additional 650,000 Units (the “Over-Allotment Units”), generating gross proceeds of $6.5 million, and incurred additional
offering costs of $357,500 in underwriting fees (inclusive of $227,500 in deferred underwriting fees) (the “Over-Allotment”).
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement (“Private Placement”) of 6,000,000 warrants (each, a “Private
Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant
to the Sponsor, generating proceeds of $6.0 million (Note 4). Simultaneously with the closing of the Over-Allotment on November 30, 2020,
the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 130,000
Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $130,000.
Upon the closing of the Initial Public Offering,
the Over-Allotment and the Private Placement, $206.5 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial
Public Offering, the Over-Allotment and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust
Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only
in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and
meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”),
as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust
Account as described below.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial
Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account net of amounts
disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions)
at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination
if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
The Company provides the holders of the Company’s
outstanding shares of Class A common stock (the “Public Stockholders”), par value $0.0001 per share, sold in the Initial Public
Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender
offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for
a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount
to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the
Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as
temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s
(“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”
(“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of
the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less
than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business
or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated
Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission
(“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder
approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the
Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender
offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against
the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders
(as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the
Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights
with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Amended and Restated Certificate of Incorporation
provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is
acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares,
without the prior consent of the Company.
The Sponsor and the Company’s officers and
directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete
a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’
rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem
their Public Shares in conjunction with any such amendment.
If the Company is unable to complete a Business
Combination within 18 months from the closing of the Initial Public Offering, or May 24, 2022 (the “Combination Period”),
the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which
redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining
stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law.
The Initial Stockholders agreed to waive their
rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business
Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering,
they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete
a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission
(see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period
and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption
of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available
for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the
Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent
registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which
the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”),
reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public
Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions
in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target
that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will
it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce
the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,
service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company
waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Proposed Business
Combination
On July 19, 2021, the Company entered into a business
combination agreement with Omnichannel Merger Sub, Inc., a wholly-owned subsidiary of Omnichannel (“Merger Sub”), and Kin
Insurance, Inc., a Delaware corporation (“Kin”) (as it may be amended and/or restated from time to time, the “Business
Combination Agreement”). Upon the consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”),
Merger Sub will merge with and into Kin (the “Merger”) with Kin surviving the Merger as a wholly-owned subsidiary of Omnichannel
(the “Business Combination”). In addition, at the Closing, Omnichannel will be renamed “Kin Holdings, Inc.” References
herein to “Pubco” shall mean the Company as of the time following such change of name.
Pursuant to the Business Combination Agreement,
(a) immediately prior to the effectiveness of the Merger (the “Effective Time”), (i) each issued and outstanding share of
preferred stock of Kin will automatically convert into a number of shares of common stock of Kin in accordance with Kin’s certificate
of incorporation and (ii) each share of Class A common stock and Class B common stock of the Company will be converted into one share
of common stock of the Company and (b) each share of common stock of Kin will be converted into 8.5881 shares of common stock of Pubco.
Effective as of the Effective Time, (i) each outstanding
option to purchase shares of Kin preferred stock or Kin common stock (each, a “Kin Option”) that is outstanding and unexercised
immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed by Omnichannel and shall be converted
into an option to acquire shares of Pubco common stock with the same terms and conditions as applied to the Kin Option immediately prior
to the Effective Time (a “Pubco Option”); provided that the number of shares underlying such Pubco Options will be determined
by multiplying the number of shares of Kin common stock subject to such Kin Option immediately prior to the Effective Time by 8.5881 (the
“Exchange Ratio”), which product shall be rounded down to the nearest whole number of shares, and the exercise price of each
Pubco Option will be determined by dividing the per share exercise price immediately prior to the Effective Time by the Exchange Ratio,
which quotient shall be rounded up to the nearest whole cent.
Effective as of the Effective Time, each outstanding
warrant to acquire shares of Kin preferred stock or Kin common stock (each, a “Kin Warrant”) that is issued and outstanding
immediately prior to the Effective Time and not terminated pursuant to its terms, by virtue of the Business Combination and without any
action on the part of Omnichannel, Kin or the holder of any such Kin Warrant, shall be assumed by Omnichannel and shall be converted into
a warrant to acquire shares of Pubco common stock with the same terms and conditions as applied to the Kin Warrant immediately prior to
the Effective Time (a “Pubco Warrant”); provided that the number of shares underlying such Pubco Warrants will be determined
by multiplying the number of shares of Kin common stock or Kin preferred stock subject to such Kin Warrant immediately prior to the Effective
Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the exercise price of each
Pubco Warrant will be determined by dividing the per share exercise price of such Kin Warrant immediately prior to the Effective Time
by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent.
The consummation of the Business Combination is
conditioned upon, among other things, (a) Omnichannel having an aggregate cash amount of at least $200 million available at Closing from
the Company’s trust account and PIPE Investors (the “Minimum Cash Condition”), (b) the expiration or termination of
the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules
and regulations promulgated thereunder (the “HSR Act”), and (c) the approval by the Florida Office of Insurance Regulation
of the Business Combination.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
The parties to the Business Combination Agreement
have made customary representations, warranties and covenants in the Business Combination Agreement, including, among others, covenants
with respect to the conduct of Omnichannel and Kin and its subsidiaries prior to the closing of the Business Combination.
The Business Combination Agreement may be terminated
by Kin or Omnichannel under certain circumstances, including, among others, (i) by mutual written consent of Kin and Omnichannel, (ii)
by either Kin or Omnichannel if the closing of the Business Combination has not occurred on or before April 19, 2022 and (iii) by Kin
or Omnichannel if either Omnichannel or Kin has not obtained the required approval of its stockholders.
The Business Combination Agreement contains representations,
warranties and covenants that the parties to the Business Combination Agreement made to each other as of the date of the Business Combination
Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of
the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with
negotiating the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in
the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates,
were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting
parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and
Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants and agreements, or
any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement.
In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject
to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other
terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected
in the Company’s public disclosures.
Subscription Agreements
The Company entered into subscription agreements
(the “Subscription Agreements”), each dated as of July 19, 2021, with certain institutional investors (the “PIPE Investors”),
pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing
of the Business Combination, an aggregate of 8,042,500 shares of Omnichannel Class A common stock at $10.00 per share for aggregate gross
proceeds of $80.43 million. At the Closing of the Business Combination, each of the holders of shares of Omnichannel Class A common stock
issued pursuant to the Subscription Agreements will automatically receive, on a one-for-one basis, shares of Pubco common stock in exchange
for such shares.
Registration Rights Agreement
In connection with the execution of the Business
Combination Agreement, Kin equityholders have entered into an Amended and Restated Registration Rights Agreement (the “Registration
Rights Agreement”) with Omnichannel and the Sponsor. Pursuant to the Registration Rights Agreement, within 30 days of Closing, Pubco
will file a registration statement registering for resale (i) the Omnichannel common stock held by the Sponsor as converted into Pubco
common stock post-Closing, (ii) the Private Placement Warrants, (iii) any Pubco common stock or warrants held by a holder signatory to
the Registration Rights Agreement, (iv) any Pubco common stock acquired by any holder signatory to the Registration Rights Agreement upon
the exercise of a warrant or similar right, (v) any shares or warrants otherwise acquired by a holder signatory to the Registration Rights
Agreement, and (vi) any other equity security issued with respect to any of (i)-(v) pursuant to a reorganization, stock split, stock dividend
or like transaction. Pubco thereafter is required to maintain a registration statement that is continuously effective and to cause the
registration statement to regain effectiveness in the event that it ceases to be effective. At any time that the registration statement
is effective, any holder signatory to the Registration Rights Agreement may request to sell all or a portion of its securities that are
registrable in an underwritten offering pursuant to the registration statement; provided that the proposed offering demanded by the holders(s)
must be reasonably expected to exceed $35 million in gross proceeds; provided further that Pubco shall not be required to effect
more than two underwritten offerings in any 12-month period.
In addition, the holders have certain “piggyback”
registration rights with respect to registrations initiated by Pubco or other stockholders of Pubco. Pubco will bear the expenses incurred
in connection with the filing of any registration statements pursuant to the Registration Rights Agreement.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Support Agreements
In connection with and following the execution
of the Business Combination Agreement, certain Kin stockholders (the “Kin Supporting Stockholders”) entered into transaction
support agreements with the Company (the “Support Agreements”). Under the Support Agreements, each Kin Supporting Stockholder
agreed, on (or effective as of) the third business day following the SEC declaring effective the registration statement relating to the
approval by Omnichannel stockholders of the Business Combination, to execute and deliver a written consent to adopt the Business Combination
Agreement and related documents, to waive stockholder notice rights in connection with the Business Combination, and, if a holder of preferred
stock, to consent to the preferred stock conversion. In addition, the Kin Supporting Stockholders agree, in the event of an annual or
special meeting of stockholders, to (i) appear or cause their shares to be counted present for quorum purposes, (ii) vote in favor of
the Business Combination and any other matters reasonably requested by Kin to consummate the Business Combination, (iii) vote against
any proposal that would materially impede the Business Combination and (iv) vote in favor of or consent to the Business Combination in
any other circumstance so required for completion of the Transaction. In addition, the Support Agreements prohibit the Kin Supporting
Stockholders from engaging in activities that have the effect of soliciting a competing acquisition proposal.
Sponsor Agreement
In connection with the execution of the Business
Combination Agreement, the Sponsor and certain insiders of Omnichannel entered into an Agreement (the “Sponsor Letter Agreement”)
with Omnichannel and Merger Sub, pursuant to which the Sponsor and such insiders agreed to vote all shares of Omnichannel common stock
beneficially owned by them in favor of the Business Combination and each other proposal related to the Business Combination included on
the agenda for the special meeting of stockholders relating to the Business Combination, to appear at such meeting or otherwise cause
their shares to be counted as present for purposes of establishing a quorum at such meeting, to vote against any proposal that would impede
the Business Combination and the other transactions contemplated thereby and to vote against any change in business, management or board
of directors of Omnichannel other than in connection with the transaction, and not to redeem any of their shares.
Also, in connection with the Business Combination,
the Sponsor agreed to forfeit 774,375 Founder Shares (as defined below) and 1,226,000 Private Placement Warrants. “Founder Shares”
means the Omnichannel Class B common stock initially purchased by the Sponsor in a private placement prior to the Initial Public Offering
and, after the Business Combination, the Omnichannel Class A common stock that will be issued upon the automatic conversion of such Omnichannel
Class B common stock.
The Sponsor Letter Agreement also contains a provision
for a lock-up of the Founder Shares (or any shares of Omnichannel Class A common stock issuable upon conversion thereof) following the
Business Combination. The relevant provision provides that the Sponsor and the insiders party to the agreement will not transfer, except
in limited circumstances, any Founder Shares (or any shares of Omnichannel Class A common stock issuable upon conversion thereof) until
the earlier of (i) one year after the completion of the Business Combination, (ii) any time during which the closing price of the Pubco
common stock equals or exceeds $12.00 per share (adjusted for any stock split, stock dividend, or the like) for 20 days in any 30-day
period (such period commencing at least 150 days after the Business Combination), or (iii) the date on which Omnichannel completes a liquidation,
merger or similar transaction that results in all Omnichannel stockholders having the right to exchange Class A common stock for cash,
securities or other property. In the event that Kin waives, releases, or terminates the Lockup Agreement (such agreement discussed below)
with respect to any shares or holders, then the holders of the Founder Shares subject to the Sponsor Letter Agreement will be granted
a pro rata share in such waiver, release or termination.
Pursuant to the Sponsor Letter Agreement, each
Founder Share not forfeited will be converted into one share of Pubco common stock in connection with the Closing.
The insiders who are party to the Sponsor Letter
Agreement include Omnichannel directors and executive officers Matt Higgins, Christine Pantoya, Austin Simon, Bobbi Brown, Albert Cary,
Priya Dogra, Mark Gerson and Emmett Shine.
Lockup Agreement
In connection with the execution of the Business
Combination Agreement, certain Kin stockholders have entered into lockup agreements (the “Lockup Agreements”) with Omnichannel.
Pursuant to the Lockup Agreements, each stockholder may not, with limited exceptions, transfer shares until the earlier of (i) 180 days
after Closing, and (ii) the date on which Omnichannel completes a liquidation, merger or similar transaction that results in all Omnichannel
stockholders having the right to exchange Class A common stock for cash, securities or other property. In the event that Pubco waives,
releases, or terminates the lockup provision in the Sponsor Letter Agreement (such agreement discussed above) with respect to any shares
held by Sponsors, then the holders of the common stock subject to this Lockup Agreement will be granted a pro rata share in such waiver,
release or termination.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Director Nomination Agreement
In connection with the Closing, Pubco and the
Sponsor will enter into a director nomination agreement (the “Director Nomination Agreement”). Pursuant to the Director Nomination
Agreement, the Sponsor will hold certain rights to nominate a member of the board of directors of Pubco, effective as of the Closing Date,
subject to the conditions set forth in the Director Nomination Agreement. The Sponsor’s initial nominee to the board is expected
to be Matt Higgins. Until fifteen (15) months after the Director Nomination Agreement, Sponsor has the right to name a second board member
who is independent under NYSE listing rules and for audit committee purposes, provided that such nominee is reasonably acceptable to Pubco.
The Director Nomination Agreement will terminate as of the date that is twenty-four (24) months after the Closing.
Liquidity and Going Concern
As of September 30, 2021, the Company had approximately
$288,000 in cash and working capital deficit of approximately $2.7 million.
On September 9, 2020, the Sponsor agreed to loan
the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the
“Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed
approximately $105,000 under the Note and fully repaid the Note in full on November 24, 2020.
On September 10, 2021, the Sponsor agreed to loan
the Company an aggregate of up to $300,000 to cover expenses related to the Business Combination pursuant to a convertible promissory
note (the “Convertible Note”) (see Note 4). This loan is non-interest bearing and payable on the earlier of (i) November 19,
2022 and (ii) the effective date of a Business Combination. The Company borrowed $300,000 under the Convertible Note and there was $300,000
outstanding as of September 30, 2021 (see Note 4).
The Company’s liquidity needs had been satisfied
through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares, the loan under the Note from the Sponsor of
approximately $105,000 to the Company (as discussed above), and the net proceeds from the consummation of the Private Placement not held
in the Trust Account. The Company fully repaid the Note on November 24, 2020. In addition, in order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,
but are not obligated to, provide the Company Working Capital Loans (see Note 4).
In connection with the Company’s assessment
of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,”
management has determined that the liquidity condition and mandatory liquidation date and subsequent dissolution raises substantial doubt
about the Company’s ability to continue as a going concern. If the Company is unable to complete a business combination by May 24,
2022, then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying
amounts of assets or liabilities should the Company be required to liquidate after May 24, 2022.
Risks and Uncertainties
On January 30, 2020, the World Health Organization
(“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”).
In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact
of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial
position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and
restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain
and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s
results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability
to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented
to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among
others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target
company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner.
The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity
and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Note 2-Summary of Significant Accounting
Policies and Basis of Presentation (as restated)
Basis of Presentation
The accompanying unaudited condensed consolidated
financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of
America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not
include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial
statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and
results for the periods presented. Operating results for the period for the three and nine months ended September 30, 2021 are not necessarily
indicative of the results that may be expected through December 31, 2021.
Restatement
of Previously Reported Financial Statements
In connection with the change in presentation
of Class A common stock subject to possible redemption, the Company concluded it should restate its previously issued financial statements
to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s
guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company, require
common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its
Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently
provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.
Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with
these condensed consolidated financial statements, the Company revised this interpretation to include temporary equity in net tangible
assets. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has restated
its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation
contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income
and losses of the Company.
In accordance with SEC Staff Accounting Bulletin
No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined
that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s
Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Quarterly Periods”). Therefore,
the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all
Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption
value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly
report.
The impact of the restatement on the financial
statements for the Affected Quarterly Periods is presented below.
The table below presents the effect of the
financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as
of March 31, 2021:
As of March 31, 2021 (unaudited)
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Class A common stock subject to possible redemption
|
|
|
181,261,260
|
|
|
|
25,238,740
|
|
|
|
206,500,000
|
|
Class A common stock
|
|
|
252
|
|
|
|
(252
|
)
|
|
|
—
|
|
Additional paid-in capital
|
|
|
1,850,692
|
|
|
|
(1,850,692
|
)
|
|
|
—
|
|
Accumulated deficit
|
|
|
3,148,545
|
|
|
|
(23,387,796
|
)
|
|
|
(20,239,251
|
)
|
Total stockholders’ equity (deficit)
|
|
$
|
5,000,005
|
|
|
$
|
(25,238,740
|
)
|
|
$
|
(20,238,735
|
)
|
The Company’s condensed consolidated
statement of stockholders’ equity (deficit) has been restated to reflect the changes to the impacted stockholders’ equity
(deficit) accounts described above.
OMNICHANNEL ACQUISITION
CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
The table below presents the effect of the
financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash
flows for the three months ended March 31, 2021:
Three Months Ended March 31,
2021 (unaudited)
|
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Supplemental Disclosure of Noncash Financing Activities:
|
|
|
|
|
|
|
|
|
|
Change in Value of Class A common stock subject to possible redemption
|
|
$
|
7,030,200
|
|
|
$
|
(7,030,200
|
)
|
|
$
|
—
|
|
The table below presents the effect of the
financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as
of June 30, 2021:
As of June 30, 2021 (unaudited)
|
|
As
Previously Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Class A common stock subject to possible redemption
|
|
|
175,687,640
|
|
|
|
30,812,360
|
|
|
|
206,500,000
|
|
Class A common stock
|
|
|
308
|
|
|
|
(308
|
)
|
|
|
—
|
|
Additional paid-in capital
|
|
|
7,424,256
|
|
|
|
(7,424,256
|
)
|
|
|
—
|
|
Accumulated deficit
|
|
|
(2,425,074
|
)
|
|
|
(23,387,796
|
)
|
|
|
(25,812,870
|
)
|
Total stockholders’ equity (deficit)
|
|
$
|
5,000,006
|
|
|
$
|
(30,812,360
|
)
|
|
$
|
(25,812,354
|
)
|
The Company’s condensed consolidated
statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts
described above.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
The table below presents the effect of the
financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash
flows for the six months ended June 30, 2021:
Six Months Ended June 30, 2021 (unaudited)
|
|
|
As
Previously
Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Supplemental Disclosure of Noncash Financing Activities:
|
|
|
|
|
|
|
|
|
|
Change in Value of
Class A common stock subject to possible redemption
|
|
$
|
1,456,580
|
|
|
$
|
(1,456,580
|
)
|
|
$
|
-
|
|
The impact to the reported amounts of weighted
average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods:
|
|
Earnings Per Share
|
|
|
|
As
Previously
Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Three Months Ended March 31, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
Basic and diluted
income (loss) per share - Class A common stock
|
|
$
|
-
|
|
|
$
|
0.27
|
|
|
$
|
0.27
|
|
Basic and diluted income (loss)
per share - Class B common stock
|
|
$
|
1.36
|
|
|
$
|
(1.09
|
)
|
|
$
|
0.27
|
|
|
|
Earnings Per Share
|
|
|
|
As
Previously
Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Three Months Ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
Basic and diluted income (loss) per share
- Class A common stock
|
|
$
|
-
|
|
|
$
|
(0.22
|
)
|
|
$
|
(0.22
|
)
|
Basic and diluted income (loss) per share
- Class B common stock
|
|
$
|
(1.08
|
)
|
|
$
|
0.86
|
|
|
$
|
(0.22
|
)
|
|
|
Earnings Per Share
|
|
|
|
As
Previously
Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Six Months Ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
Basic and diluted income (loss) per share
- Class A common stock
|
|
$
|
-
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
Basic and diluted income (loss) per share
- Class B common stock
|
|
$
|
0.28
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.06
|
|
Principles of Consolidation
The accompanying unaudited condensed consolidated
financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions
have been eliminated in consolidation.
Emerging Growth
Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging
growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period,
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the
reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September
30, 2021 and December 31, 2020.
Concentration
of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Depository Insurance Corporation coverage limit of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced
losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in the Trust Account
The Company’s portfolio of investments is
comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity
of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable
fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government
securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised
of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented
on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change
in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying unaudited condensed
consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available
market information.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Fair Value Measurement
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs
(Level 3 measurements). These tiers consist of:
|
●
|
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
|
|
|
|
|
●
|
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
|
|
|
|
●
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Offering Costs Associated with the Initial
Public Offering
Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.
Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and
presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were
charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company
classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the
use of current assets or require the creation of current liabilities.
Derivative Warrant liabilities
The Company does not use derivative instruments
to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments,
including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that
qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed
at the end of each reporting period.
The warrants issued in connection with the Initial
Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance
with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to
fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any
change in fair value is recognized in the statement of operations. The fair value of Public Warrants and Private Warrants was estimated
at December 31, 2020 using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including
the make whole table, at the earliest possible date. The fair value of Public Warrants and Private Warrants was measured at September
30, 2021 by reference to the listed price in an active market for the Public Warrants. The determination of the fair value of the warrant
liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.
Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the
use of current assets or require the creation of current liabilities.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock
subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”
Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally
redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the
holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified
as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A
common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence
of uncertain future events. Accordingly, as of September 30, 2021 and December 30, 2020, 20,650,000 shares of Class A common stock subject
to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the
Company’s condensed balance sheets.
Effective with the closing of the Initial
Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption
amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. This method would
view the end of the reporting period as if it were also the redemption date for the security.
Net Income (Loss)
Per Common Share
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares issued and outstanding, which
are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes. Net income
(loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for
the respective period.
The calculation of diluted net income (loss) per
common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of
the over-allotment option) and the Private Placement to purchase an aggregate of 16,455,000 shares of the Company’s Class A common
stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion
would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net
income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common
stock is excluded from earnings per share as the redemption value approximates fair value.
The following table presents a reconciliation
of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:
|
|
For the Three Months Ended
September 30, 2021
|
|
|
For the Nine Months Ended
September 30, 2021
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Basic and diluted net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net income
|
|
$
|
1,498,336
|
|
|
$
|
374,584
|
|
|
$
|
2,663,598
|
|
|
$
|
665,899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average common shares outstanding
|
|
|
20,650,000
|
|
|
|
5,162,500
|
|
|
|
20,650,000
|
|
|
|
5,162,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income per common share
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
|
|
For the Period from
September 9, 2020
(inception) through
September 30, 2020
|
|
|
|
Class A
|
|
|
Class B
|
|
Basic and diluted net loss per common share:
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
Allocation of net loss
|
|
$
|
-
|
|
|
$
|
(2,000
|
)
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average common shares outstanding (1)
|
|
|
-
|
|
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share
|
|
$
|
-
|
|
|
$
|
(0.00
|
)
|
|
(1)
|
This number excludes up to 750,000 shares of Class B common
stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 30, 2020,
the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; the remaining 587,500 shares
of Class B common stock were forfeited on January 8, 2021.
|
Income Taxes
The Company follows the asset and liability method
of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and
liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, and December
31, 2020, the Company had deferred tax assets with a full valuation allowance against them.
ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30,
2021 and December 31, 2020, there were no amounts accrued for interest and penalties.
Recent Accounting
Standards
In August 2020, the FASB issued Accounting Standards
Update (“ASU”) No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts
in Entity’s Own Equity (Subtopic 815- 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”
(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required
under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the
derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06
on January 1, 2021 using a modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial
position, results of operations or cash flows.
The Company’s management does not believe
that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying
unaudited condensed consolidated financial statements.
Note 3-Initial Public Offering
On November 24, 2020, the Company consummated
its Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering
costs of approximately $11.6 million, inclusive of approximately $7.0 million in deferred underwriting commissions. On November 30, 2020,
the underwriters purchased an additional 650,000 Over-Allotment Units, generating gross proceeds of $6.5 million, and incurred additional
offering costs of $357,500 in underwriting fees (inclusive of $227,500 in deferred underwriting fees).
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Each Unit consists of one share of Class A common
stock and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to
purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
Note 4 - Related Party Transactions
Founder Shares
On September 30, 2020, the Sponsor purchased 10,062,500
shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price
of $25,000. On November 13, 2020 and November 19, 2020, respectively, the Sponsor surrendered 2,875,000 and 1,437,500 shares of Class
B common stock to the Company for cancellation for no consideration, resulting in an aggregate of 5,750,000 shares of Class B common stock
outstanding. All share and per share amounts were retroactively restated to reflect the share surrenders and cancellations. The Initial
Stockholders agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the
underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public
Offering. On November 30, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units;
thus, only 587,500 shares of Class B common stock remain subject to forfeiture. The remaining unexercised over-allotment option expired
on January 8, 2021; thus, 587,500 shares of Class B common stock held by the Sponsor were forfeited.
The Initial Stockholders agreed, subject to limited
exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion
of the initial Business Combination; and (ii) the date following the completion of the initial Business Combination on which the Company
completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the
right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class
A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination,
the Founder Shares will be released from the lockup.
Private Placement
Warrants
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants at a price of $1.00 per Private
Placement Warrant to the Sponsor, generating gross proceeds of $6.0 million. Simultaneously with the closing of the Over-Allotment on
November 30, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an
additional 130,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $130,000.
Each whole Private Placement Warrant is exercisable
for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement
Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not
complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement
Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted
transferees.
The Sponsor and the Company’s officers and
directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days
after the completion of the initial Business Combination.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Related Party
Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a
Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.
Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation
of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into
warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement
Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements
exist with respect to such loans. As of September 30, 2021 and December 31, 2020, the Company had $300,000 and $0 Working Capital Loans
outstanding, respectively.
On September 10, 2021, the Company issued the
Convertible Note to the Sponsor, pursuant to which the Company may borrow up to $300,000 for ongoing expenses reasonably related
to the business of the Company and the consummation of the Business Combination. The Convertible Note does not bear any interest. All
unpaid principal under the Convertible Note will be due and payable in full on the earlier of (i) November 19, 2022 and (ii) the effective
date of the Business Combination (such earlier date, the “Maturity Date”). The Sponsor will have the option, at any time on
or prior to the Maturity Date, to convert any amounts outstanding under this Note (or any portion thereof), up to $300,000 in the aggregate,
into warrants to purchase shares of Class A common stock of the Company at a conversion price of $1.00 per warrant (the “Conversion
Price”). As of September 30, 2021, $300,000 was drawn under the Convertible Note, and is presented on the accompanying unaudited
condensed consolidated balance sheets.
Administrative
Services Agreement
The Company entered into an agreement that provided
that, commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and the
Company’s liquidation, the Company agreed to pay the Sponsor a total of $4,000 per month for office space, secretarial, expense
for period and administrative services provided to members of the Company’s management team. We incurred $12,000 and $36,000 in
expenses in connection with such services during the three and nine months ended September 30, 2021, included in administrative expenses
- related party on the accompanying unaudited condensed consolidated statements of operations.
The Company’s officers or directors will
be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying
potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review
on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates. Any
such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit
committee review of such payments, the Company does not expect to have any additional controls in place governing the reimbursement payments
to the Company’s directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating
an initial Business Combination.
Note 5 - Commitments & Contingencies
Registration and
Stockholder Rights
The holders of Founder Shares, Private Placement
Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable
upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans), are entitled
to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands,
excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The
Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were entitled to an underwriting
discount of $0.20 per Unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters
are entitled to a deferred fee of $0.35 per Unit, or approximately $7.0 million in the aggregate. The deferred fee will become payable
to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,
subject to the terms of the underwriting agreement.
In connection with the consummation of the Over-Allotment
on November 30, 2020, the underwriters were entitled to an additional fee of $130,000 paid upon closing, and $227,500 in deferred underwriting
commissions.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Note 6 - Class A Common Stock Subject to Possible
Redemption
The Company’s Class A common stock feature
certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.
The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s
Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 20,650,000 shares of Class A common
stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance
sheet.
The Class A common stock subject to possible redemption
reflected on the condensed balance sheet is reconciled on the following table:
Gross proceeds
|
|
$
|
206,500,000
|
|
Less:
|
|
|
|
|
Proceeds allocated to Public Warrants at
issuance
|
|
|
(12,183,500
|
)
|
Offering costs allocated to Class A common stock subject
to possible redemption
|
|
|
(11,228,780
|
)
|
Plus:
|
|
|
|
|
Accretion of carrying value to redemption value
|
|
|
23,412,280
|
|
Class A common stock subject to
possible redemption
|
|
$
|
206,500,000
|
|
Note 7 - Stockholders’ Equity (Deficit)
Preferred Stock - The Company is
authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights
and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December
31, 2020, there were no shares of preferred stock issued or outstanding.
Class A Common Stock - The Company
is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2021 and
December 31, 2020, there were 20,650,000 Class A common stock issued and outstanding, all subject to possible redemption and therefore
classified as temporary equity on the accompanying condensed consolidated balance sheets (see Note 6).
Class B Common Stock - The Company
is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On September 30, 2020, the Company
issued 10,062,500 shares of Class B common stock to the Sponsor. On November 13, 2020 and November 19, 2020, respectively, the Sponsor
surrendered 2,875,000 and 1,437,500 shares of Class B common stock to the Company for cancellation for no consideration, resulting in
an aggregate of 5,750,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated
to reflect the share surrenders. Of the 5,750,000 shares of Class B common stock outstanding, up to 750,000 shares were subject to forfeiture
to the extent that the underwriters’ over-allotment option were not exercised in full or in part, so that the Initial Stockholders
will collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On November 30,
2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; thus, only 587,500 shares
of Class B common stock remain subject to forfeiture. The remaining unexercised over-allotment option expired on January 8, 2021; thus,
587,500 shares of Class B common stock held by the Sponsor were forfeited.
Only holders of the Class B common stock have
the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class
B common stock vote together as a single class on all other matters submitted to a vote of our stockholders except as required by law.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
The Class B common stock will automatically convert
into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one
basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further
adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed
issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all
Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding
after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the
total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities
or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination,
excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class
A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to
the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never
occur on a less than one-for-one basis.
Note 8 - Derivative Warrant Liabilities
Public Warrants may only be exercised for a whole
number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.
The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months
from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under
the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus
relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless
exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later
than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with
the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants
and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If
a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the
60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an
effective registration statement and during any period when the Company will have failed to maintain an effective registration statement,
exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
The warrants have an exercise price of $11.50
per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption
or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital
raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less
than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in
the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or
such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business
Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average
trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates
its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00
per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals
or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00
per share redemption trigger described under “Redemption of warrants when the price per share of Class A common stock equals or
exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to
the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private
Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject
to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor
or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees,
the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Redemption of warrants when the price per share of Class A common
stock equals or exceeds $18.00:
Once the warrants become exercisable, the Company
may redeem the outstanding warrants for cash:
|
●
|
in whole and not in part;
|
|
|
|
|
●
|
at a price of $0.01 per warrant;
|
|
|
|
|
●
|
upon a minimum of 30 days’ prior written notice of redemption; and
|
|
|
|
|
●
|
if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds
|
$18.00 per share (as adjusted) for any 20 trading
days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption
to the warrant holders.
The Company will not redeem the warrants as described
above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise
of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day
redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the
exercise price for each warrant being exercised.
Redemption of warrants when the price per share of Class A common
stock equals or exceeds $10.00:
Once the warrants become exercisable, the Company
may redeem the outstanding warrants:
|
●
|
in whole and not in part;
|
|
|
|
|
●
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;
|
|
|
|
|
●
|
if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
|
|
|
|
|
●
|
if the closing price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
The “fair market value” of Class A
common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the 10 trading days ending
on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event
will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant
(subject to adjustment).
In no event will the Company be required to net
cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates
the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they
receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly,
the warrants may expire worthless.
OMNICHANNEL ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Note 9 - Fair Value Measurements
The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December
31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.
|
|
Fair Value Measured as of
September 30, 2021
|
|
Description
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
|
Significant Other Observable Inputs
(Level 2)
|
|
|
Significant Other Unobservable Inputs
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Investments held in Trust Account - Money Market Fund
|
|
$
|
206,563,051
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative warrant liabilities - Public warrants
|
|
|
8,673,000
|
|
|
|
-
|
|
|
|
-
|
|
Derivative warrant liabilities - Private placement warrants
|
|
|
-
|
|
|
|
5,149,200
|
|
|
|
-
|
|
Total Fair Value
|
|
$
|
215,236,051
|
|
|
$
|
5,149,200
|
|
|
$
|
-
|
|
Description
|
|
Fair Value Measured as of
December 31, 2020
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Investments held in Trust Account - Money Market Fund
|
|
$
|
206,498,802
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative warrant liabilities - Public warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
13,319,250
|
|
Derivative warrant liabilities - Private placement warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
7,907,700
|
|
Total Fair Value
|
|
$
|
206,498,802
|
|
|
$
|
-
|
|
|
$
|
21,226,950
|
|
Transfers to/from Levels 1, 2, and 3 are recognized
at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a
Level 1 fair value measurement and the estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to
a Level 2 fair value measurement, as a result of the Public Warrants being listed price in an active market in March 2021.
Level 1 assets include investments in money market
funds that invest solely in U.S. Government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers
or brokers, and other similar sources to determine the fair value of its investments.
The fair value of Public Warrants and Private
Warrants was estimated at December 31, 2020 using a binomial / lattice model that assumes optimal exercise of the Company’s redemption
option, including the make whole table, at the earliest possible date. The fair value of Public Warrants and Private Warrants was measured
at September 30, 2021 by reference to the listed price in an active market for the Public Warrants. The Company determined that the fair
value of each Private Placement Warrant approximates the fair value of a Public Warrant as the transfer of Private Placement Warrants
to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the
Public Warrants. For the three and nine months ended September 30, 2021, the Company recognized the gain from a decrease in the fair value
of derivative warrant liabilities of approximately $3.0 million and $7.4 million, respectively, which is presented as a change in fair
value of derivative warrant liabilities in the accompanying unaudited condensed consolidated statements of operations.
Use of a binomial / lattice model to estimate
fair value at December 31, 2020 required assumptions related to expected stock-price volatility, expected life, risk-free interest rate
and dividend yield. The Company estimated the volatility of its Class A common stock warrants based on implied volatility from the Company’s
traded warrants and from historical volatility of select peer company’s Class A common stock that matches the expected remaining
life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity
similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining
contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
The change in the fair value of the derivative
warrant liabilities, measured with Level 3 inputs, for the nine months ended September 30, 2021 is summarized as follows:
Level 3 derivative warrant liabilities at January 1, 2021
|
|
$
|
21,226,950
|
|
Transfer of Public Warrants and Private Placement Warrants from Level 3:
|
|
|
(21,226,950
|
)
|
Level 3 derivative warrant liabilities at September 30, 2021
|
|
$
|
-
|
|
Note 10 - Subsequent Events
Management has evaluated subsequent events and
transactions that occurred after September 30, 2021 through the date the unaudited condensed consolidated balance sheets were issued.
Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial
statements.