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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2020
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 001-39704
ZANITE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 85-2549808 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
25101 Chagrin Boulevard, Suite 350
Cleveland, Ohio 44122
(Address of Principal Executive Offices, including zip code)
(216) 292-0200
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | ZNTEU | The Nasdaq Stock Market LLC | ||
| Class A common stock, par value $0.0001 par value | ZNTE | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | ZNTEW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ Large accelerated filer | ☐ Accelerated filer | |||
| ☒ Non-accelerated filer | ☒ Smaller reporting company | |||
| ☒ Emerging growth company | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐
As of December 23, 2020 there were 23,000,000 shares of Class A common stock and 5,750,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.
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ZANITE ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2020
| Page | ||||||
| Item 1. |
Financial Statements | |||||
| 1 | ||||||
| 2 | ||||||
| Condensed Statement of Changes in Stockholder’s Equity (unaudited) |
3 | |||||
| 4 | ||||||
| 5 | ||||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
13 | ||||
| Item 3. |
15 | |||||
| Item 4. |
15 | |||||
| Item 1. |
15 | |||||
| Item 1A. |
15 | |||||
| Item 2. |
16 | |||||
| Item 3. |
16 | |||||
| Item 4. |
16 | |||||
| Item 5. |
16 | |||||
| Item 6. |
17 | |||||
| 18 | ||||||
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ZANITE ACQUISITION CORP.
SEPTEMBER 30, 2020
(Unaudited)
| ASSETS |
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| Deferred offering costs |
$ | 132,852 | ||
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| TOTAL ASSETS |
$ | 132,852 | ||
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| LIABILITIES AND STOCKHOLDER’S EQUITY |
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| Current liabilities |
||||
| Accrued expenses |
$ | 1,000 | ||
| Accrued offering costs |
47,852 | |||
| Promissory notes — related party |
60,000 | |||
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| Total Current Liabilities |
108,852 | |||
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| Commitments |
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| Stockholder’s Equity |
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| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
— | |||
| Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding |
— | |||
| Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding(1) |
575 | |||
| Additional paid-in capital |
24,425 | |||
| Accumulated deficit |
(1,000 | ) | ||
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| Total Stockholder’s Equity |
24,000 | |||
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| TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY |
$ | 132,852 | ||
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|
| (1) | This number includes an aggregate of up to 750,000 shares of Class B common stock held by the Sponsor subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 19, 2020, the underwriters exercised the over-allotment option in full; thus, these shares are no longer subject to forfeiture (see Note 5). |
The accompanying notes are an integral part of the unaudited condensed financial statements.
1
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ZANITE ACQUISITION CORP.
CONDENSED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM AUGUST 7, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
(Unaudited)
| Formation and operating costs |
$ | 1,000 | ||
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| Net Loss |
$ | (1,000 | ) | |
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| Weighted average shares outstanding, basic and diluted (1) |
5,750,000 | |||
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| Basic and diluted net loss per common share |
$ | (0.00 | ) | |
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| (1) | This number includes an aggregate of up to 750,000 shares of Class B common stock held by the Sponsor subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 19, 2020, the underwriters exercised the over-allotment option in full; thus, these shares are no longer subject to forfeiture (see Note 5). |
The accompanying notes are an integral part of the unaudited condensed financial statements.
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ZANITE ACQUISITION CORP.
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE PERIOD FROM AUGUST 7, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
(Unaudited)
| Class B Common Stock |
Additional Paid-in |
Accumulated | Total Stockholder’s |
|||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance — August 7, 2020 (inception) |
— | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Issuance of Class B common stock to Sponsor(1) |
5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||
| Net loss |
— | — | — | (1,000 | ) | (1,000 | ) | |||||||||||||
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| Balance — September 30, 2020 |
5,750,000 | $ | 575 | $ | 24,425 | $ | (1,000 | ) | $ | 24,000 | ||||||||||
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| (1) | This number includes an aggregate of up to 750,000 shares of Class B common stock held by the Sponsor subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 19, 2020, the underwriters exercised the over-allotment option in full; thus, these shares are no longer subject to forfeiture (see Note 5). |
The accompanying notes are an integral part of the unaudited condensed financial statements.
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ZANITE ACQUISITION CORP.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM AUGUST 7, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
(Unaudited)
| Cash Flows from Operating Activities: |
||||
| Net loss |
$ | (1,000 | ) | |
| Changes in operating assets and liabilities: |
||||
| Accrued expenses |
1,000 | |||
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| Net cash used in operating activities |
— | |||
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| Net Change in Cash |
— | |||
| Cash – Beginning |
— | |||
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| Cash – Ending |
$ | — | ||
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| Supplemental disclosure of non-cash investing and financing activities: |
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| Deferred offering costs paid directly by Sponsor in exchange for the issuance of Class B common stock |
$ | 25,000 | ||
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