QUARTERLY 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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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Zip Code)
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(Address of principal executive offices)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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Page
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FINANCIAL INFORMATION
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Item 1:
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F-1
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Item 2:
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1
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Item 3:
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6
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Item 4:
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6
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OTHER INFORMATION
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Item 1:
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7
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Item 1A:
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7
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Item 2:
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7
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Item 3:
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7
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Item 4:
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7
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Item 5:
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7
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Item 6:
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8
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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 directors and officers 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 and our target industries;
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the impact of the global economic and political developments on our business, including rising inflation and capital market
disruptions, the current conflict in Ukraine, economic sanctions and economic slowdowns or recessions that may result from such developments which could harm our ability to consummate our initial business combination;
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our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic;
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the ability of our directors and officers to generate a number of potential business combination opportunities;
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our public securities’ liquidity and trading;
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the 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;
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our financial performance; or
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other risks and uncertainties, including those described in the ‘‘Risk Factors’’ section of this Quarterly Report and our Annual Report on Form 10-K.
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ITEM 1. |
FINANCIAL STATEMENTS
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Financial Statements:
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F-2
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F-3
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F-4
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F-5
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F-6
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March 31,
2023
(unaudited)
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December 31,
2022
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ASSETS
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Current Assets:
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Cash
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$
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$
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Prepaid expenses and other current assets
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Total Current Assets
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Investments held in the Trust Account
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Total Assets
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$
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$
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LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
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Current Liabilities:
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Accounts payable and accrued expenses
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$
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$
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Accrued offering costs
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Income taxes payable |
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Total Current Liabilities
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Deferred tax liability
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Derivative warrant liabilities
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Deferred underwriting commission
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Total liabilities
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COMMITMENTS AND CONTINGENCIES (Note 6)
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Class A common stock subject to possible redemption;
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Stockholders’ deficit:
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Preferred Stock, $
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Class A common stock, $
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Class B common stock, $
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Additional paid-in capital
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Accumulated deficit
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(
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)
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(
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)
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Total Stockholders’ Deficit
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(
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(
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)
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Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
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$
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$
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For the
Three Months Ended
March 31,
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For the Three Months Ended March 31, |
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2023 | 2022 | |||||||
EXPENSES
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Administration fee - related party
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$ | $ | ||||||
General and administrative
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TOTAL EXPENSES
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OTHER INCOME (EXPENSE)
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Income earned on Investments held in Trust Account
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Transaction costs allocable to derivative warrant liabilities
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( |
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Change in fair value of derivative liabilities
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TOTAL OTHER INCOME
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Income before provision for income taxes
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Provision for income taxes
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( |
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Net income
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$ | $ | ||||||
Weighted average number of shares of Class A common stock outstanding, basic and diluted
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Basic and diluted net income per share of Class A common stock
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$ | $ | ||||||
Weighted average number of shares of Class B common stock outstanding, basic and diluted
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Basic and diluted net income per share of Class B common stock
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$ | $ |
Class B
Common Stock
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Shares | Amount |
Additional
Paid-In
Capital
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Accumulated
Deficit
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Stockholders’
Deficit
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Balance as of January 1, 2023
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$
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$
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$
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(
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)
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$
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(
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)
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Remeasurement of Class A common stock to redemption value
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-
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(
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(
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Net income
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-
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Balance as of March 31 , 2023
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$
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$
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$
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(
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)
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$
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(
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)
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Class B
Common Stock
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Shares
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Amount
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Additional
Paid-In
Capital
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Accumulated
Deficit
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Stockholders’
Deficit
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Balance as of January 1, 2022
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$
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$
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$
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(
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)
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$
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(
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Forfeiture of Class B common stock |
( |
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Proceeds in excess of fair value of Private Placement Warrants |
- | |||||||||||||||||||
Remeasurement of Class A common stock to redemption value |
- | ( |
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Net income
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-
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Balance as of March 31, 2022
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$
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$
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$
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(
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$
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(
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For the Three
Months Ended
March 31,
2023
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For the Three
Months
Ended
March 31,
2022
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Cash Flows From Operating Activities:
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Net income
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$
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$
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Adjustments to reconcile net income to net cash used in operating activities:
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Income earned on Investments held in Trust Account
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(
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(
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Transaction costs allocable to derivative warrant liabilities
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Change in fair value of derivative warrant liabilities
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(
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Changes in operating assets and liabilities:
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Prepaid expenses and other current assets
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Other assets
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Accounts payable and accrued expenses
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(
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Deferred taxes
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Income taxes payable |
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Net Cash Used In Operating Activities
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(
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(
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Cash Flows From Investing Activities:
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Cash deposited into Trust Account
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(
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Interest released from Trust Account for tax payments |
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Net Cash Used In Investing Activities
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(
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Cash Flows From Financing Activities:
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Proceeds from sale of Units in exercise of underwriter over-allotment option, net of underwriting fee
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Proceeds from sale of Private Placement Warrants
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Payment of offering costs
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(
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Net Cash Provided By Financing Activities
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Net change in cash
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(
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(
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Cash at beginning of period
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Cash at end of period
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$
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$
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Supplemental disclosure of non-cash financing activities:
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Deferred underwriters’ commissions
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$
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$
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Initial classification of fair value of Public and Private warrants
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$
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$
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Initial classification of common stock subject to redemption
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$
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$
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Remeasurement of Class A common stock to redemption value | $ | $ |
Class A common stock subject to possible redemption at December 31, 2022 |
$ | |||
Remeasurement of carrying value to redemption value
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Class A common stock subject to possible redemption at March 31, 2023
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$
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Class A common stock subject to possible redemption at December 31, 2021 |
$ | |||
Gross proceeds of overallotment option partial exercise on January 6, 2022
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Less:
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Transaction costs allocated to Class A common stock
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(
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Proceeds allocated to Public Warrants
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(
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(
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Plus:
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Expiration of overallotment liability
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Remeasurement of carrying value to redemption value
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Class A common stock subject to possible redemption at December 31, 2022
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$
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Three Months Ended
March 31, 2023
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Three Months Ended
March 31, 2022
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Class A Redeemable common stock
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Numerator: Income allocable to Class A common stock
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$
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$ | |||||
Denominator: Basic and diluted weighted average shares outstanding
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Basic and diluted net income per share, Class A Common Stock
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$
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$ | |||||
Class B Non-redeemable common stock
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Numerator: Income allocable to Class B common stock
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$
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$
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Denominator: Basic and diluted weighted average shares outstanding
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Basic and diluted net income per share, Class B Common Stock
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$
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$
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Level 1, defined
as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
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• | 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. |
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in whole and not in part;
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at a price of $
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upon a minimum of
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if, and only if, the last reported sale price of the Class A common stock for any
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in whole and not in part;
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at a price of $
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upon a minimum of
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if, and only if, the Reference Value equals or exceeds $
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if, and only if, the Reference Value is less than $
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Description:
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Level
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March 31,
2023
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Level
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December 31,
2022
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Assets:
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Investments held in Trust Account
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1
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$
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1
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$ |
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Liabilities:
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Warrant liability - Private Placement Warrants
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3
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$
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3
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$ |
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Warrant liability - Public Warrants
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1
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$ |
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1
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$ |
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Fair Value
Measurement
Using Level 3
Inputs Total
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Balance, fair value at December 31, 2022
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$
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Change in fair value of derivative warrant liabilities
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Balance, fair value at March 31, 2023 | $ |
March 31, 2023
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December 31, 2022
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Stock price
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$
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$ | |||||
Exercise price
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$
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$ | |||||
Risk-free interest rate
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%
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% | |||||
Expected life of warrants
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Expected volatility of underlying shares
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%
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% | |||||
Dividend yield
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%
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% | |||||
Probability of business combination
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%
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% |
Private
Placement
Warrants
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Public
Warrants
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Over-allotment
Liability
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Total
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Fair value at December 31, 2022
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$
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$
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$
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$
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Change in fair value
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Fair value at March 31, 2023
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 4. |
CONTROLS AND PROCEDURES
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ITEM 1. |
LEGAL PROCEEDINGS
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ITEM 1A. |
RISK FACTORS
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ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES
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ITEM 4. |
MINE SAFETY DISCLOSURES
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ITEM 5. |
OTHER INFORMATION
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ITEM 6. |
EXHIBITS
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Incorporated by Reference
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Exhibit
Number
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Description of Exhibit
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Form
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File
Number
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Date of
Filing
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Exhibit
Number
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Filed* or Furnished**
Herewith
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Amended and Restated Certificate of Incorporation of the Company
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8-K
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001-41128
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December 14, 2021
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3.1
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Amended and Restated Bylaws of the Company
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S-1/A
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333-254727
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May 12, 2021
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3.4
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Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
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*
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Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
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*
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Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
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**
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Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
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**
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101.INS
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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*
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Jackson Acquisition Company
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May 12, 2023
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By:
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/s/ Richard L. Jackson
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Name: Richard L. Jackson
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Title: Chief Executive Officer
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May 12, 2023
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By:
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/s/ Douglas B. Kline
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Name: Douglas B. Kline
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Title: Chief Financial Officer
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