Form 10-Q Spindletop Health Acquis For: Jun 30
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 of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
23 |
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Item 6. |
24 |
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25 |
June 30, 2022 (Unaudited) |
December 31, 2021 |
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Assets |
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Cash |
$ | $ | ||||||
Prepaid expense, current |
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Total current assets |
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Prepaid expenses, non-current |
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Investments in Trust Account |
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Total Assets |
$ | $ | ||||||
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Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Taxes payable |
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Due to related party |
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Total current liabilities |
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Warrant liability |
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Deferred underwriting commissions |
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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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Preference shares, $ |
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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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Total stockholders’ deficit |
( |
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Total liabilities, Class A common stock subject to possible redemption and stockholders’ deficit |
$ | $ | ||||||
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Three Months Ended June 30, |
Six Months Ended June 30, |
For the Period from February 17, 2021 (Inception) through June 30, |
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2022 |
2021 |
2022 |
2021 |
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Formation and operating costs |
$ | $ | $ | $ | ||||||||||||
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Loss from operations |
( |
) |
( |
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( |
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( |
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Other income: |
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Earnings from investments held in trust account |
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Change in fair value of warrant liabilities |
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Total other income |
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Income (loss) before provision for income taxes |
( |
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Provision for income taxes |
( |
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Net income (loss) |
$ |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
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Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption |
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Basic and diluted net income per share of Class A common stock |
$ |
$ |
$ |
$ |
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Basic and diluted weighted average shares outstanding, Class B common stock |
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Basic and diluted net income (loss) per share, Class B common stock |
$ |
$ |
( |
) |
$ |
$ |
( |
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Class A Common Stock |
Class B Common Stock |
Additional |
Accumulated |
Stockholder’s |
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Shares |
Amount |
Shares |
Amount |
Paid-in Capital |
Deficit |
Deficit |
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Balance as of December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance as of March 31, 2022 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Accretion of Class A common stock subject to possible redemption |
( |
) | ( |
) | ||||||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance as of June 30, 2022 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Class A Common Stock |
Class B Common Stock |
Additional |
Accumulated |
Stockholder’s |
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Shares |
Amount |
Shares |
Amount |
Paid-in Capital |
Deficit |
Equity |
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Balance as of February 17, 2021 (Inception) |
$ |
$ |
$ |
$ |
$ |
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Class B common stock issued to Sponsor |
— | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance as of March 31, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance as of June 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
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For the six months ended June 30, 2022 |
For the period from February 17, 2021 (Inception) through June 30, 2021 |
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Cash flows from operating activities: |
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Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Earnings from investments held in trust account |
( |
) | ||||||
Change in fair value of warrant liabilities |
( |
) | ||||||
Changes in operating assets and liabilities: |
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Taxes payable |
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Prepaid expenses |
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Accounts payable and accrued expenses |
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Net cash used in operating activities |
( |
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Cash flows from financing activities: |
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Proceeds from initial stockholder |
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Payment of deferred offering costs |
( |
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Proceeds from issuance of promissory note to related party |
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Net cash provided by financing activities |
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Net change in cash |
( |
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Cash, beginning of the period |
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Cash, end of the period |
$ | $ | ||||||
Supplemental disclosure of cash flow information: |
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Deferred offering costs in accrued offering costs and expenses |
$ | $ | ||||||
Accretion of Class A common stock subject to possible redemption |
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Gross proceeds from Initial Public Offering |
$ | |||
Less: |
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Proceeds allocated to public warrants |
( |
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Class A common stock issuance cost |
( |
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Plus: |
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Accretion of carrying value to redemption value |
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Proceeds from Private Placement deposited in Trust Account |
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Class A common stock subject to possible redemption |
$ |
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Three Months Ended June 30, 2022 |
Three Months Ended June 30, 2021 |
Six Months Ended June 30, 2022 |
For the Period from February 17, 2021 (Inception) through June 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income (loss) per share |
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Numerator: |
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Allocation of net income (loss) |
$ | $ | $ | ( |
) | $ | $ | $ | $ | |||||||||||||||||||||||
Denominator: |
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Weighted-average shares outstanding including common stock subject to redemption |
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Basic and diluted net income (loss) per share |
$ | $ | $ | $ |
$ | $ | $ | $ |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of “30-day redemption period”); and |
• | if, and only if, the last reported sale price of the Class A common stock for any |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value equals or exceeds $ |
• | if the Reference Value is less than $ |
Description |
Level |
June 30, 2022 |
December 31, 2021 |
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Assets: |
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Investments held in Trust Account – money market fund |
1 | $ | $ | |||||||||
Liabilities: |
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Private Placement Warrants |
2 | $ | $ | |||||||||
Public Warrants |
1 | $ | $ |
No. |
Description of Exhibit | |
31.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS* | Inline XBRL Instance Document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
** | Furnished. |
SPINDLETOP HEALTH ACQUISITION CORP. | ||||||
Date: August 15, 2022 | By: | /s/ Evan S. Melrose | ||||
Name: | Evan S. Melrose | |||||
Title: | Chief Executive Officer and Chief Financial Officer | |||||
(Principal Executive Officer and Principal Financial and Accounting Officer) |
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Evan S. Melrose, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Spindletop Health Acquisition Corp.; |
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 officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | (Paragraph omitted pursuant to 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 my 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(s) 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. |
Date: August 15, 2022
/s/ Evan S. Melrose |
Evan S. Melrose |
Chief Executive Officer and Chief Financial Officer |
(Principal Executive Officer and Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION 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 of Spindletop Health Acquisition Corp. (the Company) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, Evan S. Melrose, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Dated: August 15, 2022
/s/ Evan S. Melrose |
Evan S. Melrose |
Chief Executive Officer and Chief Financial and Accounting Officer |
(Principal Executive Officer and Principal Financial and Accounting Officer) |
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