QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction ofincorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
September 30, |
||||
2021 |
||||
ASSETS |
||||
Current assets |
||||
Cash |
$ | |||
Prepaid expenses |
||||
|
|
|||
Total Current Assets |
||||
|
|
|||
Marketable securities held in Trust Account |
||||
|
|
|||
TOTAL ASSETS |
$ | |||
|
|
|||
LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) |
||||
Current liabilities |
||||
Accrued expenses |
$ | |||
Accrued offering costs |
||||
|
|
|||
Total Current Liabilities |
||||
Warrant liability |
||||
Forward purchase units liability |
||||
Deferred underwriting fee payable |
||||
|
|
|||
Total Liabilities |
||||
Commitments |
||||
Class A Common stock $ |
||||
Stockholders’ Equity (Deficit) |
||||
Preferred stock, $ |
||||
Class B Common stock, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total Stockholders’ Equity (Deficit) |
( |
) | ||
|
|
|||
TOTAL LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) |
$ |
|||
|
|
For the period from |
||||||||
For the |
March 24, 2021 (inception) |
|||||||
Three Months Ended |
Through |
|||||||
September 30, |
September 30, |
|||||||
2021 |
2021 |
|||||||
Operating costs |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) |
( |
) | ||||
Other income (loss): |
||||||||
Unrealized gain on marketable securities held in Trust Account |
||||||||
Change in fair value of warrant liability |
||||||||
Change in fair value of forward purchase units |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Other income (loss), net |
||||||||
|
|
|
|
|||||
Loss before provision for income taxes |
( |
) | ( |
) | ||||
Provision for income taxes |
||||||||
|
|
|
|
|||||
Net Loss |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
|||||
Weighted average shares outstanding of redeemable Class A common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net income per share, redeemable Class A common stock |
$ | $ | ||||||
|
|
|
|
|||||
Weighted average shares outstanding of Class B common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per share, nonredeemable Class A and Class B common stock |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Common stock subject to possible redemption |
Common stock |
Additional |
Total stockholders’ equity and redeemable Class A common stock |
|||||||||||||||||||||||||
Class A |
Class B |
paid-in |
Accumulated |
|||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
capital |
deficit |
|||||||||||||||||||||||
Balance — March 24, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Issuance of Class B common stock to Metric |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance — April 30, 2021 (audited) |
( |
) |
||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance — June 30, 2021 (unaudited) |
( |
) |
( |
) | ||||||||||||||||||||||||
Issuance of Class A common stock |
— | — | — | — | — | |||||||||||||||||||||||
Excess fair value of founder shares from anchor agreement |
— | — | — | — | — | — | ||||||||||||||||||||||
Deemed capital contribution from issuance of private placement warrants |
— | — | — | — | — | |||||||||||||||||||||||
Forward purchase units liability |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Accretion of Class A redeemable shares |
— | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance – September 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Cash Flows used in Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net cash provided by operating activities: |
||||
Unrealized gain on short-term investments |
( |
) | ||
Change in fair value of warrant liability |
( |
) | ||
Change in fair value of forward purchase units |
||||
Allocation of deferred offering cost for warrant liability |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Deferred offering costs |
( |
) | ||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Investment of cash in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of Class A common stock |
||||
Proceeds from sale of warrants |
||||
Proceeds from promissory note – related party |
||||
Payment of promissory note – related party |
( |
) | ||
Payments for underwriting fee |
( |
) | ||
Proceeds from issuance of Class B common stock to Sponsor |
||||
Proceeds from issuance of Class B common stock to Metric |
||||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net Change in Cash |
||||
Cash — Beginning of period |
||||
|
|
|||
Cash — End of period |
$ | |||
|
|
|||
Supplemental cash flow information – Non-Cash investing and financing activities: |
||||
Initial classification of Class A common stock subject to possible redemption |
$ | |||
|
|
|||
Deferred offering cost included in accrued offering cost |
$ | |||
|
|
|||
Initial fair value of warrant liability |
$ | |||
|
|
|||
Initial fair value of forward purchase units liability |
$ | |||
|
|
|||
Deferred underwriter fees liability |
$ | |||
|
|
For the Period From |
||||||||
March 24, 2021 (inception) |
||||||||
Three Months Ended |
Through |
|||||||
September 30, 2021 |
September 30, 2021 |
|||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Accretion of temporary equity to redemption value |
( |
) | ( |
) | ||||
Net loss including accretion of temporary equity to redemption value |
$ |
( |
) |
$ |
( |
) |
For the Period From |
||||||||||||||||
March 24, 2021 (inception) |
||||||||||||||||
Three Months Ended |
Through |
|||||||||||||||
September 30, 2021 |
September 30, 2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income (loss) per share: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net loss including accretion of temporary equity |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Accretion of temporary equity to redemption value |
||||||||||||||||
Allocation of Net income (loss) |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Denominator: |
||||||||||||||||
Weighted average shares outstanding |
||||||||||||||||
Basic and diluted net income (loss ) per share |
$ | $ | ( |
) | $ | $ | ( |
) |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ a period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ the period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and |
• | if the last reported sale price of the Class A common stock for any a period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Private Placement Warrants Exercisable for Class A common stock |
Public Warrants |
Forward Purchase Liability |
||||||||||
Balance March 24, 2021 (inception) |
$ | $ | $ | |||||||||
Change in fair value of warrant issuance |
||||||||||||
Fair Value at September 14, 2021 |
||||||||||||
Change in fair value of warrant liability |
( |
) | ( |
) | ||||||||
Fair Value at September 30, 2021 |
$ | $ | $ | |||||||||
Description |
Level |
September 30, 2021 |
||||||
Assets: |
||||||||
Marketable securities held in Trust Account |
1 |
$ | ||||||
Liabilities: |
||||||||
Public warrants |
3 |
$ | ||||||
Private warrants |
3 |
$ | ||||||
Forward Purchase Liability |
3 |
$ |
Input |
Public Warrants |
Private Warrants |
||||||
Common stock price |
$ | $ | ||||||
Exercise price |
$ | $ | ||||||
Risk-free rate of interest |
% | % | ||||||
Volatility |
% | % | ||||||
Term |
||||||||
Warrant to buy one share (unadjusted for the probability of dissolution) |
$ | $ | ||||||
Warrant to buy one share (adjusted for the probability of dissolution) |
$ | $ | ||||||
Dividend yield |
% | % |
Input |
Forward Purchase Liability |
|||
Probability of an acquisition occurring |
% | |||
Unit price at time of initial public offering |
$ | |||
Risk-free rate of interest |
||||
Time to the acquisition |
% |
* | Filed herewith. |
** | Furnished herewith. |
(1) | Previously filed as an exhibit to our current Report on Form 8-K filed on September 15, 2021. |
FIRST LIGHT ACQUISITION GROUP, INC. | ||||||
Date: November 12, 2021 | By: | /s/ William J. Weber | ||||
William J. Weber | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) | ||||||
Date: November 12, 2021 | By: | /s/ Michael J. Alber | ||||
Michael J. Alber | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William J. Weber, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of First Light Acquisition Group, Inc.; |
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 registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d15(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) | [Paragraph intentionally omitted in accordance with SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c) | Evaluated the effectiveness of the registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
November 12, 2021 | /s/ William J. Weber | |||||
William J. Weber | ||||||
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael J. Alber, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of First Light Acquisition Group, Inc.; |
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 registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d15(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) | [Paragraph intentionally omitted in accordance with SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c) | Evaluated the effectiveness of the registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
November 12, 2021 | /s/ Michael J. Alber | |||||
Michael J. Alber | ||||||
Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION OF CEO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of First Light Acquisition Group, Inc. (the Company) for the period ending September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), Crane H. Kenney, as Co-Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ William J. Weber |
William J. Weber |
Chief Executive Officer |
November 12, 2021 |
EXHIBIT 32.2
CERTIFICATION OF CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of First Light Acquisition Group, Inc. (the Company) for the period ending September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), Joseph Beyrouty, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Michael J. Alber |
Michael J. Alber |
Chief Financial Officer |
November 12, 2021 |