Form 10-Q Waverley Capital Acquisi 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-third of one redeemable public warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
1 |
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3 |
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4 |
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5 |
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17 |
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20 |
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20 |
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21 |
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21 |
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21 |
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21 |
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21 |
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21 |
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21 |
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22 |
June 30, 2022 |
December 31, 2021 |
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(unaudited) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
$ | $ | ||||||
Prepaid expenses |
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Total Current Assets |
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Investments held in the Trust Account |
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Other assets |
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Total Assets |
$ | $ | ||||||
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LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT |
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Current Liabilities: |
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Accounts payable and accrued expenses |
$ | $ | ||||||
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Total Current Liabilities |
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Deferred underwriting compensation |
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES (NOTE 6) |
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Class A ordinary shares subject to possible redemption; |
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Shareholders’ deficit: |
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Preferred stock, $ |
— | — | ||||||
Class A ordinary shares, $ |
— | — | ||||||
Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Total Shareholders’ Deficit |
( |
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Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ deficit |
$ | $ | ||||||
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For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
For the Period from March 1, 2021 (Inception) Through June 30, |
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2022 |
2021 |
2022 |
2021 |
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EXPENSES |
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Administration fee—related party |
$ | $ | — | $ | $ | — | ||||||||||
General and administrative |
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TOTAL EXPENSES |
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OTHER INCOME |
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Income earned on investments held in Trust Account |
— | — | ||||||||||||||
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TOTAL OTHER INCOME |
— | — | ||||||||||||||
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Net income (loss) |
$ |
$ |
( |
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$ | ( |
) | $ | ( |
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Basic and diluted weighted average shares outstanding, Class A Ordinary Shares |
— | — | ||||||||||||||
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Basic and diluted net income (loss) per share of Class A Ordinary Shares |
$ | $ | — | $ | ( |
$ | — | |||||||||
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Basic and diluted weighted average shares outstanding, Class B Ordinary Shares |
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Basic and diluted net income (loss) per share of Class B Ordinary Shares |
$ | $ | ( |
$ | ( |
$ | ( |
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Class B Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Stockholders’ Deficit |
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Shares |
Amount |
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Balance as of January 1, 2022 |
$ | $ | $ | ( |
) | $ | ( |
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Net loss |
— | — | — | ( |
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Balance as of March 31, 2022 |
( |
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Accretion of Class A ordinary shares to redemption value |
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— | |
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— | |
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— | |
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Net income |
— | — | — | |||||||||||||||||
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Balance as of June 30, 2022 |
$ | $ | $ | ( |
) | $ | ( |
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Class B Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Stockholders’ Equity |
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Shares |
Amount |
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Balance as of March 1, 2021 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (1) |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
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Balance as of March 31, 2021 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
Net loss |
— | — | — | ( |
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Balance as of June 30, 2021 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
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(1) | Weighted average Class B shares as of June 30, 2021 includes an aggregate of up to |
For the Six Months Ended June 30, 2022 |
For the Period From March 1, 2021 (Inception) Through June 30, 2021 |
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Cash Flows From Operating Activities: |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Investment income earned on investments held in the Trust Account |
( |
) | — | |||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
— | |||||||
Accounts payable and accrued expenses |
( |
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Due to related party |
( |
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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 Sponsor note |
— | |||||||
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Net Cash Provided By Financing Activities |
— | |||||||
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Net change in cash |
( |
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Cash at beginning of period |
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Cash at end of period |
$ | $ | ||||||
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Supplemental disclosure of non-cash financing activities: |
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Deferred offering costs included in accrued offering costs |
$ | — | $ | |||||
Deferred offering costs in exchange for Class B ordinary shares |
$ | — | $ | |||||
Deferred offering costs paid by related party |
$ | — | $ | |||||
Remeasurement of Class A ordinary shares to redemption value |
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$ |
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$ |
— |
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Gross Proceeds |
$ | |||
Less: |
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Proceeds allocated to Public Warrants |
( |
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Class A ordinary shares issuance costs |
( |
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Plus: |
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Remeasurement of carrying value to initial redemption value |
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Class A ordinary shares subject to possible redemption at December 31, 2021 |
$ | |||
Plus: Accretion of Class A ordinary shares to redemption valu e |
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Class A ordinary shares subject to possible redemption at June 30, 2022 |
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$ |
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Three months ended June 30, 2022 |
Three months ended June 30, 2021 |
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Class A ordinary shares |
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Numerator: Income allocable to Class A ordinary shares |
$ |
$ |
— |
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Denominator: Basic and diluted weighted average shares outstanding |
— |
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Basic and diluted net income per share, Class A ordinary shares |
$ |
$ |
— |
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Class B ordinary shares |
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Numerator: Income (loss) allocable to Class B ordinary shares |
$ |
$ |
( |
) | ||||
Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per share, Class B ordinary shares |
$ |
$ |
( |
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Six months ended June 30, 2022 |
For the Period from March 1, 2021 (inception) through June 30, 2021 |
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Class A ordinary shares |
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Numerator: Loss allocable to Class A ordinary shares |
$ |
( |
) |
$ |
— |
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Denominator: Basic and diluted weighted average shares outstanding |
— |
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Basic and diluted net loss per share, Class A ordinary shares |
$ |
( |
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$ |
— |
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Class B ordinary shares |
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Numerator: Loss allocable to Class B ordinary shares |
$ |
( |
) |
$ |
( |
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Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net loss per share, Class B ordinary shares |
$ |
( |
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$ |
( |
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• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of the Class A ordinary shares has been at least $ |
* | Filed herewith. |
** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. |
WAVERLEY CAPITAL ACQUISITION CORP. 1 | ||||||||
Date: August 11, 2022 | By: | /s/ Daniel Leff | ||||||
Name: | Daniel Leff | |||||||
Title: | Chief Executive Officer (Principal Executive Officer) | |||||||
Date: August 11, 2022 | By: | /s/ Alan Henricks | ||||||
Name: | Alan Henricks | |||||||
Title: | Chief Financial Officer (Principal Financial Officer) |
Exhibit 31.1
CERTIFICATION 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, Daniel Leff, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Waverley Capital Acquisition Corp. 1;
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 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) [Omitted];
(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 a quarterly 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 11, 2022 | By: | /s/ Daniel Leff | ||||
Daniel Leff | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION 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, Alan Henricks, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Waverley Capital Acquisition Corp. 1;
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 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) [Omitted];
(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 a quarterly 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 11, 2022 | By: | /s/ Alan Henricks | ||||
Alan Henricks | ||||||
Chief Financial Officer | ||||||
(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 Waverley Capital Acquisition Corp. 1 (the Company) on Form 10-Q for the period ending June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the Report), I certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 11, 2022 | By: | /s/ Daniel Leff | ||||
Daniel Leff | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Exhibit 32.2
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 Waverley Capital Acquisition Corp. 1 (the Company) on Form 10-Q for the period ending June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the Report), I certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 11, 2022 | By: | /s/ Alan Henricks | ||||
Alan Henricks | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
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