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Acropolis Infrastructure Acquisition (ACRO) - 2021 Q3 - Quarterly Report
ACROAcropolis Infrastructure Acquisition (ACRO)2021-11-12 23:17

Financial Position - Total current assets as of September 30, 2021, amounted to 2,345,754,withcashof2,345,754, with cash of 888,806 and prepaid expenses of 1,456,948[10]−Totalassetsincreasedto1,456,948[10] - Total assets increased to 347,376,722 as of September 30, 2021, compared to 82,900asofDecember31,2020[10]−Totalcurrentliabilitieswere82,900 as of December 31, 2020[10] - Total current liabilities were 2,359,601 as of September 30, 2021, a significant increase from 57,900asofDecember31,2020[10]−TheaccumulateddeficitasofSeptember30,2021,was57,900 as of December 31, 2020[10] - The accumulated deficit as of September 30, 2021, was (12,058,742), reflecting the company's ongoing financial challenges[16] - The company had a total stockholders' deficit of (12,057,879)asofSeptember30,2021,comparedtoapositiveequityof(12,057,879) as of September 30, 2021, compared to a positive equity of 25,000 as of December 31, 2020[10] - As of September 30, 2021, the Company had cash of 888,806,comparedto888,806, compared to 0 as of December 31, 2020[57] - As of September 30, 2021, the Company had cash and U.S. treasury securities held in the Trust Account amounting to 345,030,968[114]−AsofSeptember30,2021,theCompanyhadcashof345,030,968[114] - As of September 30, 2021, the Company had cash of 888,806 outside the Trust Account, intended for identifying and evaluating target businesses[115] Operating Results - The net loss for the three months ended September 30, 2021, was 491,791,withabasicanddilutednetlosspershareofClassAcommonstockat491,791, with a basic and diluted net loss per share of Class A common stock at 0.01[13] - The company reported total expenses of 522,759forthethreemonthsendedSeptember30,2021,withgeneralandadministrativeexpensesaccountingfor522,759 for the three months ended September 30, 2021, with general and administrative expenses accounting for 477,059[13] - For the nine months ended September 30, 2021, the company reported a net loss of approximately 491,791[26]−TheCompanyreportedanetlossof491,791[26] - The Company reported a net loss of 377,837 for the three months ended September 30, 2021, resulting in a basic and diluted net loss per share of 0.01[73]−FortheninemonthsendedSeptember30,2021,thenetlosswas0.01[73] - For the nine months ended September 30, 2021, the net loss was 259,527, with a basic and diluted net loss per share of 0.03[73]−ForthethreemonthsendedSeptember30,2021,theCompanyreportedanetlossof0.03[73] - For the three months ended September 30, 2021, the Company reported a net loss of 491,791, consisting of operating costs of 522,759andinterestincomeof522,759 and interest income of 30,968[110] Capital Structure - The weighted average number of shares of Class A common stock outstanding was 28,597,826 for the three months ended September 30, 2021[13] - The company has 8,625,000 shares of Class B common stock outstanding as of September 30, 2021, with no changes in the number of shares since inception[13] - The Class A common stock subject to possible redemption is presented as temporary equity, totaling 345,000,000asofSeptember30,2021[62]−TheauthorizedsharesofClassBcommonstockinclude199,000,000shares,whichwillconverttoClassAcommonstockuponcompletionoftheInitialBusinessCombination[95]−TheCompanymayfacesignificantdilutionofequityinterestforexistinginvestorsifadditionalsharesareissuedinconnectionwiththeInitialBusinessCombination[106]FinancingActivities−Thecompanycompletedasaleofprivateplacementwarrantstothesponsor,resultinginanadditional345,000,000 as of September 30, 2021[62] - The authorized shares of Class B common stock include 199,000,000 shares, which will convert to Class A common stock upon completion of the Initial Business Combination[95] - The Company may face significant dilution of equity interest for existing investors if additional shares are issued in connection with the Initial Business Combination[106] Financing Activities - The company completed a sale of private placement warrants to the sponsor, resulting in an additional 8,752,500 in additional paid-in capital[22] - The company generated gross proceeds of 300,000,000fromtheInitialPublicOfferingof30,000,000units[31]−Thecompanyreceivedproceedsof300,000,000 from the Initial Public Offering of 30,000,000 units[31] - The company received proceeds of 338,100,000 from the sale of units in the Public Offering, net of underwriting fees[26] - The Company executed two promissory notes totaling 2,000,000withitssponsortosatisfyworkingcapitalrequirements[113]−TheSponsorpurchased5,235,000PrivatePlacementWarrantsfor2,000,000 with its sponsor to satisfy working capital requirements[113] - The Sponsor purchased 5,235,000 Private Placement Warrants for 7,852,500, and an additional 600,000 Private Placement Warrants for 900,000[77]−Theunderwritersexercisedtheirover−allotmentoption,resultinginthesaleof4,500,000additionalUnitsandgeneratingproceedsof900,000[77] - The underwriters exercised their over-allotment option, resulting in the sale of 4,500,000 additional Units and generating proceeds of 45,000,000[91] - The underwriters are entitled to a deferred fee of 12,075,000,whichwillbewaivediftheInitialBusinessCombinationisnotcompleted[120]TrustAccountandBusinessCombination−Thecompanyplacedatotalof12,075,000, which will be waived if the Initial Business Combination is not completed[120] Trust Account and Business Combination - The company placed a total of 345,000,000 in the Trust Account, including approximately 12,075,000oftheunderwriters′deferreddiscount[32]−TheCompanyplanstoutilizesubstantiallyallfundsintheTrustAccountforitsInitialBusinessCombination,withremainingproceedsallocatedforworkingcapitalandgrowthstrategies[44]−IftheInitialBusinessCombinationisnotcompletedwithintheCompletionWindow,theCompanywillredeemcommonstockataper−sharepriceequaltotheaggregateamountintheTrustAccount,subjecttocertainconditions[45]−TheCompanyintendstousesubstantiallyallfundsheldintheTrustAccounttocompleteitsInitialBusinessCombination[114]LiquidityandGoingConcern−TheCompanylackssufficientliquiditytomeetitsanticipatedobligationsoverthenextyearbuthasaccesstofundsfromtheSponsortocoverworkingcapitalneedsuntilapotentialbusinesscombinationoroneyearfromthefinancialstatementissuancedate[43]−TheCompanymayneedtoobtainadditionalfinancingtocompleteanInitialBusinessCombinationortomeetobligationsifcashonhandisinsufficient[118]OtherConsiderations−TheCompanyhasnounrecognizedtaxbenefitsasofSeptember30,2021,andnoamountswereaccruedforinterestandpenaltiesrelatedtounrecognizedtaxbenefits[67]−TheCompanyhasnolong−termdebtorsignificantliabilities,exceptforamonthlyfeeof12,075,000 of the underwriters' deferred discount[32] - The Company plans to utilize substantially all funds in the Trust Account for its Initial Business Combination, with remaining proceeds allocated for working capital and growth strategies[44] - If the Initial Business Combination is not completed within the Completion Window, the Company will redeem common stock at a per-share price equal to the aggregate amount in the Trust Account, subject to certain conditions[45] - The Company intends to use substantially all funds held in the Trust Account to complete its Initial Business Combination[114] Liquidity and Going Concern - The Company lacks sufficient liquidity to meet its anticipated obligations over the next year but has access to funds from the Sponsor to cover working capital needs until a potential business combination or one year from the financial statement issuance date[43] - The Company may need to obtain additional financing to complete an Initial Business Combination or to meet obligations if cash on hand is insufficient[118] Other Considerations - The Company has no unrecognized tax benefits as of September 30, 2021, and no amounts were accrued for interest and penalties related to unrecognized tax benefits[67] - The Company has no long-term debt or significant liabilities, except for a monthly fee of 16,667 for administrative services[120] - The Company is not subject to market or interest rate risk as of September 30, 2021, with investments in U.S. government treasury bills and money market funds[125] - The management is evaluating the potential impact of the COVID-19 pandemic on the Company's financial position and operations[88] - There are no off-balance sheet arrangements as of September 30, 2021[119]