nshu-10q_20210630.htm

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 quarter ended June 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39493

NAVSIGHT HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-1276957

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

12020 Sunrise Valley Drive

Suite 100

Reston, Virginia 20191

(Address of principal executive offices)

(571) 500-2236

(Issuer’s telephone number)

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 Warrant	NSH.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	NSH	The New York Stock Exchange
Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	NSH WS	The New York Stock Exchange

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 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 August 12, 2021, there were 23,000,000 shares of Class A common stock, par value $0.0001 per share, and 5,750,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

NAVSIGHT HOLDINGS, INC.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2021

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020	1
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021 and for the period from May 29, 2020 (inception) through June 30, 2020 (unaudited)	2
Condensed Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 and for the period from May 29, 2020 (inception) through June 30, 2020 (unaudited)	3
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2021 and for the period from May 29, 2020 (inception) through June 30, 2020 (unaudited)	4
Notes to Consolidated Unaudited Condensed Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	21
Item 4. Controls and Procedures	21
Part II. Other Information	22
Item 1. Legal Proceedings	22
Item 1A. Risk Factors	22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3. Defaults Upon Senior Securities	22
Item 4. Mine Safety Disclosures	22
Item 5. Other Information	22
Item 6. Exhibits	23
Part III. Signatures	24

PART I - FINANCIAL INFORMATION

NAVSIGHT HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current Assets
Cash	$	401,595		$	1,323,425
Prepaid expenses and other current assets		186,846			279,762
Total Current Assets		588,441			1,603,187
Marketable securities held in Trust Account		230,026,433			230,007,324
TOTAL ASSETS	$	230,614,874		$	231,610,511

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	1,955,535		$	899,254
Accrued offering costs		51,844			126,844
Total Current Liabilities		2,007,379			1,026,098
Deferred underwriting fee payable		8,050,000			8,050,000
Warrant liability		31,232,000			23,366,000
TOTAL LIABILITIES		41,289,379			32,442,098
Commitments (Note 6)
Class A common stock subject to possible redemption, 18,432,549 and 19,416,481 Shares at redemption value at June 30, 2021 and December 31, 2020, respectively		184,325,491			194,168,410
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; 100,000,000 shares authorized; 4,567,451 and 3,583,159 issued and outstanding (excluding 18,432,549 and 19,416,481 shares subject to possible redemption at June 30, 2021 and December 31, 2020, respectively)		457			358
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding, at June 30, 2021 and December 31, 2020		575			575
Additional paid-in capital		23,713,061			13,870,241
Accumulated deficit		(18,714,089	)		(8,871,171	)
Total Stockholders’ Equity		5,000,004			5,000,003
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	230,614,874		$	231,610,511

See accompanying notes to the unaudited condensed consolidated financial statements.

NAVSIGHT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,			For the Period from May 29, 2020 (Inception) through June 30,			Six Months Ended June 30,			For the Period from May 29, 2020 (Inception) through June 30,
	2021			2020			2021			2020
Formation and operating costs	$	1,046,400		$	1,000		$	1,996,027		$	1,000
Loss from operations		(1,046,400	)		(1,000	)		(1,996,027	)		(1,000	)

Other income (loss):
Interest earned on marketable securities held in Trust Account		8,347			—			19,109			—
Change in fair value of warrant liability		(2,634,000	)		—			(7,866,000	)		—
Other loss, net		(2,625,653	)		—			(7,846,891	)		—

Loss before provision for income taxes		(3,672,053	)		(1,000	)		(9,842,918	)		(1,000	)
Benefit (provision) for income taxes		—			—			—			—
Net loss	$	(3,672,053	)	$	(1,000	)	$	(9,842,918	)	$	(1,000	)

Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption		18,799,755			—			19,106,593			—

Basic and diluted net loss per share, Class A Common stock subject to possible redemption		—			—			—			—

Basic and diluted weighted average shares outstanding, Class A and B Non-redeemable common stock		9,950,245			5,000,000			9,643,407			5,000,000

Basic and diluted net loss per share, Class A and B Non-redeemable common stock		(0.37	)		—			(1.02	)		—

See accompanying notes to the unaudited condensed consolidated financial statements.

NAVSIGHT HOLDINGS, INC.

CONDENSED CONSOLATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

	Class A				Class B				Additional					Total
	Common Stock				Common Stock				Paid in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance – December 31, 2020		3,583,159	$	358		5,750,000	$	575	$	13,870,241	$	(8,871,171	)	$	5,000,003

Change in value of common stock subject to redemption		617,086		62		—		—		6,170,801		—			6,170,863

Net loss		—		—		—		—		—		(6,170,865	)		(6,170,865	)
Balance – March 31, 2021		4,200,245	$	420		5,750,000	$	575	$	20,041,042	$	(15,042,036	)	$	5,000,001

Change in value of common stock subject to redemption		367,206		37		—		—		3,672,019		—			3,672,056

Net loss		—		—		—		—		—		(3,672,053	)		(3,672,053	)
Balance – June 30, 2021		4,567,451	$	457		5,750,000	$	575	$	23,713,061	$	(18,714,089	)	$	5,000,004

FOR THE PERIOD FROM MAY 29, 2020 (INCEPTION) THROUGH JUNE 30, 2020

Class A

Class B

Additional

SEC Form 10-Q filed by NavSight Holdings, Inc.