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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Delaware
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85-2200249
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Trading Symbols
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Name of Each Exchange on Which Registered
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Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
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ASAQ.U
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New York Stock Exchange
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Class A common stock, par value $0.0001 per share
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ASAQ
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New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable
for one share of Class A common stock at an exercise price
of $11.50 per share
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ASAQ WS
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Page
Number
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PART I
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Item 1.
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1 | |
Item 1A.
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18 | |
Item 1B.
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41 | |
Item 2.
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42 | |
Item 3.
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42 | |
Item 4.
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42 | |
PART II
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Item 5.
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43 | |
Item 6.
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43 | |
Item 7.
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44 | |
Item 7A.
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45 | |
Item 8.
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45 | |
Item 9.
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46 | |
Item 9A.
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46 | |
Item 9B.
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46 | |
PART III
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Item 10.
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47 | |
Item 11.
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53 | |
Item 12.
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53 | |
Item 13.
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54
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Item 14.
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55 | |
PART IV
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Item 15.
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56 | |
Item 16.
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58 |
Item 1. |
Business
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defining corporate strategy, growing companies both organically and through strategic transactions, expanding portfolios and broadening geographic footprints;
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strategically investing in companies to help accelerate growth and maturation;
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fostering relationships with private and public companies, capital providers and advisors;
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negotiating transactions favorable to investors; and
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accessing the capital markets, including financing businesses and helping companies transition to public ownership.
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are poised for growth in an industry undergoing secular change through a meaningful technological transformation. We are targeting businesses that are enhancing their traditional models with technology.
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have significant embedded and/or underexploited expansion opportunities through add-on acquisitions. Our management team and MC’s investment team have significant experience in identifying and executing such opportunities and helping
management teams assess the strategic and financial fit. Similarly, our management team and MC’s investment professionals have the expertise to assess the likely synergies and processes necessary to help a target integrate acquisition.
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are fundamentally sound but underperforming their potential in industries that are otherwise exhibiting stable or improving fundamentals. We are conducting thorough diligence and rigorously analyzing our potential acquisition candidates
to understand the risks and opportunities that the business presents and we will pursue opportunities that we believe provide attractive risk-adjusted returns.
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have a defensible market position with demonstrated advantages that create barriers to entry against new potential market entrants.
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have a diversified customer base better positioned to endure economic downturns, changes in the industry landscape and evolving customer, supplier and competitor preferences.
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are understood by our management team, MC’s investment professionals and our operating partners, particularly those where we believe we can increase value through our strategic or operational expertise.
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have underappreciated value and/or sub-optimal capital structure that will be availed by our management’s history of providing capital structure solutions, through either capital infusions, creative and/or unique structures or
recapitalizations in order to optimize a company’s balance sheet and increase equity value.
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are at an inflection point, such as those requiring additional management expertise or access to capital markets where we believe we or our operating partners can be catalysts to turn that inflection point into transformative growth.
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will offer attractive risk-adjusted equity returns for our stockholders. We seek to acquire a target on terms and in a manner consistent with our disciplined investing approach.
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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and
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cause us to depend on the marketing and sale of a single product or limited number of products or services.
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we issue (other than in a public offering for cash) shares of Class A common stock that will either (a) be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding or (b) have voting power equal
to or in excess of 20% of the voting power then outstanding;
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any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common
stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the
issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial securityholders; or
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the issuance or potential issuance of common stock will result in our undergoing a change of control.
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the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage
in the transaction or result in other additional burdens on the company;
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the expected cost of holding a stockholder vote;
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the risk that the stockholders would fail to approve the proposed business combination;
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other time and budget constraints of the company; and
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additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.
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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers,
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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is
required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
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file proxy materials with the SEC.
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our ability to select an appropriate target business or businesses;
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our ability to complete our initial business combination;
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our expectations around the performance of a prospective target business or businesses;
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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
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our potential ability to obtain additional financing to complete our initial business combination;
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our pool of prospective target businesses;
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our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and our ability to conduct necessary due diligence in view of the COVID-19 pandemic and steps taken by governments to
respond to the pandemic;
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the ability of our officers and directors to generate a number of potential business combination opportunities;
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our public securities’ potential liquidity and trading;
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the limited history of market for our securities;
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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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the trust account not being subject to claims of third parties; or
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our financial performance.
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Item 1A. |
Risk Factors
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Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our
public stockholders do not support such a combination.
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If we seek stockholder approval of our initial business combination, our founders, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public
stockholders vote.
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Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek
stockholder approval of such business combination.
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The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into
a business combination with a target.
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The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital
structure.
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We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public
shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
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If we seek stockholder approval of our initial business combination, our founders, directors, officers, advisors or any of their affiliates may elect to purchase shares or warrants from public stockholders,
which may influence a vote on a proposed business combination and reduce the public “float” of our securities.
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The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
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You will not be entitled to protections normally afforded to investors of many other blank check companies.
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Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed
our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire
worthless.
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If the net proceeds of the IPO and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing of the
IPO, we may be unable to complete our initial business combination.
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If the net proceeds of the IPO and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business
or businesses and complete our initial business combination and we may depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination.
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Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination,
investments and results of operations.
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If we have not consummated our initial business combination within 24 months of the closing of the IPO, our public stockholders may be forced to wait beyond such 24 months before redemption from our trust
account.
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The grant of registration rights to our initial stockholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of
such rights may adversely affect the market price of our Class A common stock.
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Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
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We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues
or earnings or difficulty in retaining key personnel.
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We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the
price we are paying for the business is fair to our company from a financial point of view.
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We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.
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We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the
skills, qualifications or abilities to manage a public company.
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Our officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could
have a negative impact on our ability to complete our initial business combination.
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Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us, including
another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented
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Our officers, directors, securityholders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
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We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our founders, officers or directors which may raise potential
conflicts of interest.
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Since our initial stockholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business
combination target is appropriate for our initial business combination.
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Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will
possess the skills, qualifications or abilities necessary to profitably operate such business.
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COVID-19 and the impact on businesses and debt and equity markets could have a material adverse effect on our search for a business combination, and any target business with which we ultimately consummate a
business combination.
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As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost
of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
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We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
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Past performance by MC, members of our management team and their respective affiliates, may not be indicative of future performance of an investment in the company.
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The other risks and uncertainties disclosed in this Annual Report on Form 10-K.
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary
trading market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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may significantly dilute the equity interest of investors in the IPO;
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may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;
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could cause a change in control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation
or removal of our present officers and directors;
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may adversely affect prevailing market prices for our units, Class A common stock and/or warrants; and
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may not result in adjustment to the exercise price of our warrants.
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver
or renegotiation of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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our inability to pay dividends on our common stock;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general
corporate purposes;
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and
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other purposes and other disadvantages compared to our competitors who have less debt.
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solely dependent upon the performance of a single business, property or asset; or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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costs and difficulties inherent in managing cross-border business operations and complying with difficult commercial and legal requirements of the overseas market;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations may be effected;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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longer payment cycles;
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tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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changes in local regulations as part of a response to the COVID-19 coronavirus outbreak;
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currency fluctuations and exchange controls;
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rates of inflation;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;
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deterioration of political relations with the United States; and
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government appropriation of assets.
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Item 1B. |
Unresolved Staff Comments
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Item 2. |
Properties
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Item 3. |
Legal Proceedings
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Item 4. |
Mine Safety Disclosures
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Item 5. |
Item 6. |
Selected Financial Data
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Item 7. |
Item 7A. |
Item 9. |
Item 9A. |
Controls and Procedures
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Item 9B. |
Other Information
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Item 10. |
Name
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Age
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Position
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Ashok Nayyar
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59
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Chief Executive Officer, Chairman
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David Gelobter
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53
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Co-President and Secretary
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Michael Zimmerman
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67
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Co-President
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Barry Best
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55
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Chief Financial Officer
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James Dubin
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74
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Director
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Thomas Neff
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83
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Director
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Robert Halmi
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64
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Director
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Mark Field
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71
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Director
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audits of our financial statements;
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the integrity of our financial statements;
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our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures;
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the qualifications, engagement, compensation, independence and performance of our independent registered public accounting firm; and
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the performance of our internal audit function.
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determining and approving the compensation of our executive officers; and
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reviewing and approving incentive compensation and equity compensation policies and programs.
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identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of
directors;
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developing, recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
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coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and
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reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
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the corporation could financially undertake the opportunity;
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the opportunity is within the corporation’s line of business; and
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it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.
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None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.
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In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are
affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “Item 10. Directors,
Executive Officers and Corporate Governance.”
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Our founders, officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination.
Additionally, our initial stockholders, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business
combination within 24 months from the closing of the IPO. However, if our initial stockholders, officers and directors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such
public shares if we fail to complete our initial business combination within the prescribed time period. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private
placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares are not transferable,
assignable or salable by our initial stockholders until the earliest to occur of: (A) one year after the completion of our initial business combination; (B) subsequent to our initial business combination, if the last reported sale price of
the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after our initial business combination; and (C) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results
in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such
warrants, are not transferable, assignable or salable until 30 days after the completion of our initial business combination. Since our founders and officers and directors may directly or indirectly own common stock and warrants following
the IPO, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
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Our officers and directors may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial
business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.
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Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition
to any agreement with respect to our initial business combination
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Item 11. |
Executive Compensation
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Item 12. |
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each person known by us to be a beneficial owner of more than 5% of our outstanding common stock of, on an as-converted basis;
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each of our officers and directors; and
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all of our officers and directors as a group.
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Name and Address of Beneficial Owner (1)
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Number of Shares
Beneficially Owned
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Percentage of Outstanding
Common Stock
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Atlantic Avenue Partners LLC(2)(3)
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4,565,000
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15.4
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%
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Glazer Capital, LLC(4)
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2,484,400
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9.9
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%
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Citadel Advisors LLC (5)
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1,567,423
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6.3
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%
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Ashok Nayyar (2)(3)
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4,565,000
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15.4
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%
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|||||
David Gelobter
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—
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—
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||||||
Michael Zimmerman
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—
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—
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||||||
Barry Best
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—
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—
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||||||
James Dubin
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145,000
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*
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||||||
Thomas Neff
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145,000
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*
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||||||
Robert Halmi
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145,000
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*
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||||||
Mark Field
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—
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—
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All officers and directors as a group (8 individuals)
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5,000,000
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16.7
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%
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*
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Less than one percent
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(1) |
Unless otherwise noted, the business address of each of the following entities or individuals is 2200 Atlantic Street, Stamford, Connecticut 06902.
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(2) |
Interests shown consist solely of founders shares, classified as shares of Class B common stock. The founder shares will convert into shares of Class A common stock at the time of our initial business combination, or earlier at the
option of the holder, on a one-for-one basis, subject to adjustment.
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(3) |
Represents the interests directly held by Atlantic Avenue Partners LLC. The managing member of Atlantic Avenue Partners LLC is Atlantic Avenue Partners GP LLC, a Delaware limited liability company, which is controlled by Mr. Nayyar. Mr.
Nayyar ultimately exercises voting and dispositive power with respect to all securities owned by Atlantic Avenue Partners LLC and may be deemed to beneficially own all such securities. Mr. Nayyar disclaims beneficial ownership of these
securities except to the extent of any pecuniary interest therein.
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(4) |
The business address of this entity is 250 West 55th Street, Suite 30A, New York, New York 10019. Information was derived from a Schedule 13G jointly filed on November 10, 2020 by Glazer Capital, LLC and Mr. Paul J. Glazer. Glazer
Capital, LLC with respect Class A common stock held by certain funds and managed accounts to which Glazer Capital, LLC serves as investment manager (collectively, the “Glazer Funds”). Mr. Glazer serves as managing member of Glazer Capital,
LLC.
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(5) |
The business address of this entity is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. Information was derived from a Schedule 13G jointly filed on February 5, 2021 by Citadel Advisors LLC (“Citadel Advisors”), Citadel
Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”). Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel
Securities, CALC4 and CSGP, the “Reporting Persons”) with respect to Class A common stock owned by Citadel Equity Fund Ltd., a Cayman Islands company, (“CEFL”), Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company
(“CM”), and Citadel Securities. Citadel Advisors is the portfolio manager for CEFL and CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the
general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence
|
Item 14. |
For the period from July 27,
2020 (inception) through
December 31, 2020
|
||||
Audit Fees (1)
|
$
|
39,655
|
||
Audit-Related Fees (2)
|
0
|
|||
Tax Fees (3)
|
0
|
|||
All Other Fees (4)
|
0
|
|||
Total Fees
|
$
|
39,655
|
Item 15. |
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
Page
|
|
F - 1
|
|
F – 2
|
|
F – 3
|
|
F – 4
|
|
F – 5
|
|
F - 6
|
Assets
|
||||
Current assets
|
||||
Cash
|
$
|
1,527,662
|
||
Prepaid expense
|
246,814
|
|||
Total current assets
|
1,774,476
|
|||
Investments held in Trust Account
|
250,004,549
|
|||
Total Assets
|
$
|
251,779,025
|
||
Liabilities and Stockholders’ Equity
|
||||
Liabilities:
|
||||
Current liabilities
|
||||
Accounts payable and accrued expenses
|
$
|
176,057
|
||
Total current liabilities
|
176,057
|
|||
Deferred legal fees
|
640,067
|
|||
Total liabilities
|
816,124
|
|||
Commitments
|
||||
Class A common stock subject to possible redemption, 24,596,290 shares at $10.00 per share
|
245,962,900
|
|||
Stockholders’ Equity:
|
||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
-
|
|||
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; 403,710 issued and outstanding, excluding 24,596,290 shares subject to possible redemption
|
40
|
|||
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 6,250,000 shares
issued and outstanding
|
625
|
|||
Additional paid-in capital
|
5,175,175
|
|||
Accumulated deficit
|
(175,839
|
)
|
||
Total stockholders’ equity
|
5,000,001
|
|||
Total Liabilities and Stockholders’ Equity
|
$
|
251,779,025
|
Formation and operating costs
|
$
|
180,497
|
||
Loss from operations
|
(180,497
|
)
|
||
Other income
|
||||
Interest income
|
4,658
|
|||
Total other income
|
4,658
|
|||
Net loss
|
$
|
(175,839
|
)
|
|
Basic and diluted weighted average shares outstanding, Class A common stock
|
25,000,000
|
|||
Basic and diluted net income per share, Class A common stock
|
$
|
$0.00
|
||
Basic and diluted weighted average shares outstanding, Class B common stock
|
6,250,000
|
|||
Basic and diluted net loss per share, Class B common stock
|
$
|
$(0.03
|
)
|
Class A Common Stock
|
Class B Common Stock
|
Additional
|
Accumulated
|
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Paid-in Capital
|
Deficit
|
Equity (Deficit)
|
||||||||||||||||||||||
Balance as of July 27, 2020 (Inception)
|
-
|
-
|
||||||||||||||||||||||||||
Issuance of Class B Common Stock to founders
|
-
|
$
|
-
|
7,187,500
|
$
|
719
|
$
|
24,281
|
$
|
-
|
$
|
25,000
|
||||||||||||||||
Forfeiture of Class B common stock
|
(937,500
|
)
|
(94
|
)
|
94
|
-
|
-
|
|||||||||||||||||||||
Sale of 25,000,000 Units on October 6, 2020 through public offering
|
25,000,000
|
2,500
|
-
|
-
|
249,997,500
|
250,000,000
|
||||||||||||||||||||||
Sale of 7,000,000 Private Placement Warrants on October 6, 2020
|
-
|
-
|
-
|
-
|
7,000,000
|
-
|
7,000,000
|
|||||||||||||||||||||
Underwriters’ discount
|
-
|
-
|
-
|
-
|
(5,000,000
|
)
|
-
|
(5,000,000
|
)
|
|||||||||||||||||||
Other offering costs
|
-
|
-
|
-
|
-
|
(886,260
|
)
|
-
|
(886,260
|
)
|
|||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(175,839
|
)
|
(175,839
|
)
|
|||||||||||||||||||
Shares subject to possible redemption
|
(24,596,290
|
)
|
(2,460
|
)
|
-
|
-
|
(245,960,440
|
)
|
-
|
(245,962,900
|
)
|
|||||||||||||||||
Balance as of December 31, 2020
|
403,710
|
$
|
40
|
6,250,000
|
$
|
625
|
$
|
5,175,175
|
$
|
(175,839
|
))
|
$
|
5,000,001
|
Cash flows from operating activities:
|
||||
Net loss
|
$
|
(175,839
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Interest earned on investments held in Trust Account
|
(4,549
|
)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid assets
|
(246,814
|
)
|
||
Accounts payable and accrued expenses
|
176,057
|
|||
Net cash used in operating activities
|
(251,145
|
)
|
||
Cash flows from investing activities:
|
||||
Investment of cash in Trust Account
|
(250,000,000
|
)
|
||
Net cash used in investing activities
|
(250,000,000
|
)
|
||
Cash flows from financing activities:
|
||||
Proceeds from sale of common stock to initial stockholders
|
25,000
|
|||
Proceeds from sale of Units, net of offering costs
|
244,753,807
|
|||
Proceeds from issuance of Private Placement Warrants
|
7,000,000
|
|||
Net cash provided by financing activities
|
251,778,807
|
|||
Net change in cash
|
1,527,662
|
|||
Cash, beginning of the period
|
-
|
|||
Cash, end of period
|
$
|
1,527,662
|
||
Supplemental disclosure of cash flow information:
|
||||
Non-cash investing and financing transactions:
|
||||
Change in value of Class A common stock subject to possible redemption
|
$
|
(161,490
|
)
|
|
Initial value of Class A common stock subject to possible redemption
|
$
|
246,124,390
|
||
Deferred legal fee payable charged to additional paid in capital
|
$
|
640,067
|
Period from July 27,
2020 (inception) to
December 31, 2020
|
||||
Redeemable Class A Common stock subject to possible redemption
|
||||
Numerator: Net income allocable to Redeemable Class A common stock
|
||||
Interest income on investments held in trust account
|
$
|
4,476
|
||
Less: interest available to be withdrawn for payment of taxes
|
-
|
|||
Net income allocable to Redeemable Class A common stock
|
$
|
4,476
|
||
Denominator: Weighted Average Redeemable Class A common stock
|
||||
Basic and diluted weighted average shares outstanding, Redeemable Class A common stock
|
25,000,000
|
|||
Basic and Diluted net income per share, Redeemable Class A common stock
|
$
|
0.00
|
||
Non-Redeemable Class B Common Stock
|
||||
Numerator: Net Income minus Redeemable Net Earnings
|
||||
Net Loss
|
$
|
(175,839
|
)
|
|
Redeemable Net Earnings
|
(4,476
|
)
|
||
Non-Redeemable Net Loss
|
$
|
(180,315
|
)
|
|
Denominator: Weighted Average Non-Redeemable Class B common stock
|
||||
Basic and diluted weighted average shares outstanding, Non-Redeemable Class B common stock
|
6,250,000
|
|||
Basic and diluted net loss per share, Non-Redeemable Class B common stock
|
$
|
(0.03
|
)
|
1.
|
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 of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) 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.
|
|
2.
|
For class A common stock (commencing 90 days after the warrants become exercisable):
|
|
■
|
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 on a cashless basis prior to redemption and
receive that number of shares of Class A common stock to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of Class A common stock;
|
|
■
|
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to warrant holders;
|
|
■
|
if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants;
and
|
|
■
|
if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus
relating thereto available throughout the 30-day period after written notice of redemption is given.
|
December 31,
2020
|
||||
Deferred tax asset
|
||||
Organizational costs/startup expenses
|
$
|
17,735
|
||
Federal net operating loss
|
19,192
|
|||
Total deferred tax asset
|
36,926
|
|||
Valuation allowance
|
(36,926
|
)
|
||
Deferred tax asset, net of allowance
|
$
|
—
|
December 31,
2020
|
||||
Federal
|
||||
Current
|
$
|
—
|
||
Deferred
|
36,926
|
|||
State
|
||||
Current
|
—
|
|||
Deferred
|
—
|
|||
Change in valuation allowance
|
(36,926
|
)
|
||
Income tax provision
|
$
|
—
|
Statutory federal income tax rate
|
21.0
|
%
|
||
State taxes, net of federal tax benefit
|
0.0
|
%
|
||
Permanent Book/Tax Differences
|
0.00
|
%
|
||
Change in valuation allowance
|
(21.0
|
)%
|
||
Income tax provision
|
—
|
%
|
December 31,
|
Quoted
Prices In
Active
Markets
|
Significant
Other
Observable
Inputs
|
Significant
Other
Unobservable
Inputs
|
|||||||||||||
2020
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
Money Market funds held in Trust Account
|
$
|
250,004,549
|
$
|
250,004,549
|
$
|
-
|
$
|
-
|
||||||||
$
|
250,004,549
|
$
|
250,004,549
|
$
|
-
|
$
|
-
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
Atlantic Avenue Acquisition Corp
|
|||
By:
|
/s/ Ashok Nayyar
|
||
Ashok Nayyar
|
|||
Chief Executive Officer
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
||||
Signature
|
Title
|
Date
|
||
/s/ Ashok Nayyar
|
Chief Executive Officer, Chairman
|
March 25, 2021
|
||
Ashok Nayyar
|
(Principal Executive Officer)
|
|||
/s/ Barry Best
|
Chief Financial Officer
|
March 25, 2021
|
||
Barry Best
|
(Principal Financial Officer)
|
|||
/s/ Purvang Desai
|
Chief Accounting Officer
|
March 25, 2021
|
||
Purvang Desai
|
(Principal Accounting Officer)
|
|||
/s/ James Dubin
|
Director
|
March 25, 2021
|
||
James Dubin
|
||||
/s/ Thomas Neff
|
Director
|
March 25, 2021
|
||
Thomas Neff
|
||||
/s/ Robert Halmi
|
Director
|
March 25, 2021
|
||
Robert Halmi
|
||||
/s/ Mark Field
|
Director
|
March 25, 2021
|
||
Mark Field
|
||||
Secretary |
Chief Executive Officer
|
TEN COM
|
–
|
as tenants in common
|
UNIF GIFT MIN ACT
|
–
|
|
Custodian | ||
TEN ENT
|
–
|
as tenants by the entireties
|
(Cust)
|
(Minor) | ||||
JT TEN
|
–
|
as joint tenants with right of survivorship and not as tenants in common
|
under Uniform Gifts to Minors Act
|
|||||
(State)
|
Dated
|
||
Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
|
||
Signature(s) Guaranteed:
|
||
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15 (OR ANY SUCCESSOR RULE).
|
|
SHARES
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP [●]
|
This Certifies that |
|
is the owner of |
|
Secretary
|
[Corporate Seal]
Delaware |
Chief Executive Officer
|
TEN COM
|
–
|
as tenants in common
|
UNIF GIFT MIN ACT
|
–
|
|
Custodian | ||
TEN ENT
|
–
|
as tenants by the entireties
|
(Cust)
|
(Minor) | ||||
JT TEN
|
–
|
as joint tenants with right of survivorship and not as tenants in common
|
under Uniform Gifts to Minors Act
|
|||||
(State)
|
|
• |
in whole and not in part;
|
|
• |
at a price of $0.01 per warrant;
|
|
• |
upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and
|
|
• |
if, and only if, the last reported sale price of shares of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.
|
|
• |
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 prior to redemption and receive
that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described below;
|
|
• |
if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders;
|
|
• |
if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public
warrants, as described above; and
|
|
• |
if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current
prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.
|
Redemption Date
|
|
|
Fair Market Value of Class A Common Stock
|
||||||||||||||||||||||||
(period to expiration of warrants)
|
|
|
10.00
|
|
|
11.00
|
|
|
12.00
|
|
|
13.00
|
|
|
14.00
|
|
|
15.00
|
|
|
16.00
|
|
|
17.00
|
|
|
18.00
|
57 months
|
|
|
0.257
|
|
|
0.277
|
|
|
0.294
|
|
|
0.310
|
|
|
0.324
|
|
|
0.337
|
|
|
0.348
|
|
|
0.358
|
|
|
0.365
|
54 months
|
|
|
0.252
|
|
|
0.272
|
|
|
0.291
|
|
|
0.307
|
|
|
0.322
|
|
|
0.335
|
|
|
0.347
|
|
|
0.357
|
|
|
0.365
|
51 months
|
|
|
0.246
|
|
|
0.268
|
|
|
0.287
|
|
|
0.304
|
|
|
0.320
|
|
|
0.333
|
|
|
0.346
|
|
|
0.357
|
|
|
0.365
|
48 months
|
|
|
0.241
|
|
|
0.263
|
|
|
0.283
|
|
|
0.301
|
|
|
0.317
|
|
|
0.332
|
|
|
0.344
|
|
|
0.356
|
|
|
0.365
|
45 months
|
|
|
0.235
|
|
|
0.258
|
|
|
0.279
|
|
|
0.298
|
|
|
0.315
|
|
|
0.330
|
|
|
0.343
|
|
|
0.356
|
|
|
0.365
|
42 months
|
|
|
0.228
|
|
|
0.252
|
|
|
0.274
|
|
|
0.294
|
|
|
0.312
|
|
|
0.328
|
|
|
0.342
|
|
|
0.355
|
|
|
0.364
|
39 months
|
|
|
0.221
|
|
|
0.246
|
|
|
0.269
|
|
|
0.290
|
|
|
0.309
|
|
|
0.325
|
|
|
0.340
|
|
|
0.354
|
|
|
0.364
|
36 months
|
|
|
0.213
|
|
|
0.239
|
|
|
0.263
|
|
|
0.285
|
|
|
0.305
|
|
|
0.323
|
|
|
0.339
|
|
|
0.353
|
|
|
0.364
|
33 months
|
|
|
0.205
|
|
|
0.232
|
|
|
0.257
|
|
|
0.280
|
|
|
0.301
|
|
|
0.320
|
|
|
0.337
|
|
|
0.352
|
|
|
0.364
|
30 months
|
|
|
0.196
|
|
|
0.224
|
|
|
0.250
|
|
|
0.274
|
|
|
0.297
|
|
|
0.316
|
|
|
0.335
|
|
|
0.351
|
|
|
0.364
|
27 months
|
|
|
0.185
|
|
|
0.214
|
|
|
0.242
|
|
|
0.268
|
|
|
0.291
|
|
|
0.313
|
|
|
0.332
|
|
|
0.350
|
|
|
0.364
|
24 months
|
|
|
0.173
|
|
|
0.204
|
|
|
0.233
|
|
|
0.260
|
|
|
0.285
|
|
|
0.308
|
|
|
0.329
|
|
|
0.348
|
|
|
0.364
|
21 months
|
|
|
0.161
|
|
|
0.193
|
|
|
0.223
|
|
|
0.252
|
|
|
0.279
|
|
|
0.304
|
|
|
0.326
|
|
|
0.347
|
|
|
0.364
|
18 months
|
|
|
0.146
|
|
|
0.179
|
|
|
0.211
|
|
|
0.242
|
|
|
0.271
|
|
|
0.298
|
|
|
0.322
|
|
|
0.345
|
|
|
0.363
|
15 months
|
|
|
0.130
|
|
|
0.164
|
|
|
0.197
|
|
|
0.230
|
|
|
0.262
|
|
|
0.291
|
|
|
0.317
|
|
|
0.342
|
|
|
0.363
|
12 months
|
|
|
0.111
|
|
|
0.146
|
|
|
0.181
|
|
|
0.216
|
|
|
0.250
|
|
|
0.282
|
|
|
0.312
|
|
|
0.339
|
|
|
0.363
|
9 months
|
|
|
0.090
|
|
|
0.125
|
|
|
0.162
|
|
|
0.199
|
|
|
0.237
|
|
|
0.272
|
|
|
0.305
|
|
|
0.336
|
|
|
0.362
|
6 months
|
|
|
0.065
|
|
|
0.099
|
|
|
0.137
|
|
|
0.178
|
|
|
0.219
|
|
|
0.259
|
|
|
0.296
|
|
|
0.331
|
|
|
0.362
|
3 months
|
|
|
0.034
|
|
|
0.065
|
|
|
0.104
|
|
|
0.150
|
|
|
0.197
|
|
|
0.243
|
|
|
0.286
|
|
|
0.326
|
|
|
0.361
|
0 months
|
|
|
—
|
|
|
—
|
|
|
0.042
|
|
|
0.115
|
|
|
0.179
|
|
|
0.233
|
|
|
0.281
|
|
|
0.323
|
|
|
0.361
|
|
• |
if we are unable to complete our initial business combination within 24 months from the closing of the initial public offering, we 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, subject to lawfully available funds therefor, redeem 100% of 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 us to pay our 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law;
|
|
• |
prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or
(ii) vote as a class with our public shares on any initial business combination;
|
|
• |
although we do not currently intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not
prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an
independent accounting firm, that such a business combination is fair to our company from a financial point of view;
|
|
• |
if a stockholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder vote
for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination
which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
|
|
• |
As long as our securities are listed on the NYSE, our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at
least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive
agreement in connection with our initial business combination;
|
|
• |
if our stockholders approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in
connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the initial public offering or (B) with respect to any other
provision relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such approval 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 us to pay our taxes, divided by the number
of then outstanding public shares; and
|
|
• |
we will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.
|
|
• |
a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
|
|
• |
an affiliate of an interested stockholder; or
|
|
• |
an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
|
|
• |
our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;
|
|
• |
after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at
the time the transaction commenced, other than statutorily excluded shares of common stock; or
|
|
• |
on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written
consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.
|
1.
|
I have reviewed this annual report on Form 10-K of Atlantic Avenue Acquisition Corp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b) |
[Intentionally omitted];
|
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
|
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 25, 2021
|
||
By:
|
/s/ Ashok Nayyar
|
Ashok Nayyar
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Atlantic Avenue Acquisition Corp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b) |
[Intentionally omitted];
|
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
|
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 25, 2021
|
By:
|
/s/ Barry Best |
Barry Best
|
|
Chief Financial Officer
|
/s/ Ashok Nayyar
|
|
Ashok Nayyar
Chief Executive Officer
March 25, 2021
|
|
/s/ Barry Best |
|
Barry Best
Chief Financial Officer
March 25, 2021
|
|