10-K/A 1 brhc10035038_10ka.htm 10-KA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 2)

(Mark One)

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

For the Fiscal Year Ended December 31, 2020

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

Commission File No. 001-39299

ATLANTIC AVENUE ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Delaware		85-2200249
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2200 Atlantic Street

Stamford, Connecticut 06902

(Address of principal executive offices) (zip code)

(203) 989-9709

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbols	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	ASAQ.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	ASAQ	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	ASAQ WS	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

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, or a smaller reporting 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☑ No ☐

The registrant was not a public company as of June 30, 2020 and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.

As of March 11, 2022, 25,000,000 shares of Class A common stock, par value $0.0001 per share, and 6,250,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

ATLANTIC AVENUE ACQUISITION CORP

FORM 10-K/A

TABLE OF CONTENTS

		Page Number

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	47
Item 2.	Properties	48
Item 3.	Legal Proceedings	48
Item 4.	Mine Safety Disclosures	48
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	49
Item 6.	Selected Financial Data	49
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	52
Item 8.	Financial Statements and Supplementary Data	52
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	53
Item 9A.	Controls and Procedures	53
Item 9B.	Other Information	53

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	54
Item 11.	Executive Compensation	60
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	60
Item 13.	Certain Relationships and Related Transactions, and Director Independence	61
Item 14.	Principal Accounting Fees and Services	62

PART IV
Item 15.	Exhibits, Financial Statement Schedules	63
Item 16.	Form 10-K Summary	65

Additional Information

Descriptions of agreements or other documents in this report are intended as summaries and are not necessarily complete. Please refer to the agreements or the other documents filed or incorporated herein by reference as exhibits. Please see “Item 15. Exhibits, Financial Statement Schedules” in this report for a complete list of those exhibits.

Special Note Regarding Forward-Looking Statements

Please see the note under “Statement Regarding Forward-Looking Information” for a description of special factors potentially affecting forward-looking statements included in this report.

Name	Age	Position
Ashok Nayyar	59	Chief Executive Officer, Chairman
David Gelobter	53	Co-President and Secretary
Michael Zimmerman	67	Co-President
Barry Best	55	Chief Financial Officer
James Dubin	74	Director
Thomas Neff	83	Director
Robert Halmi	64	Director
Mark Field	71	Director

Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned	Percentage of Outstanding Common Stock
Atlantic Avenue Partners LLC(2)(3)	4,565,000	15.4	%
Glazer Capital, LLC(4)	2,484,400	9.9	%
Citadel Advisors LLC (5)	1,567,423	6.3	%
Ashok Nayyar (2)(3)	4,565,000	15.4	%
David Gelobter	-	-
Michael Zimmerman	-	-
Barry Best	-	-
James Dubin	145,000	*
Thomas Neff	145,000	*
Robert Halmi	145,000	*
Mark Field	-	-
All officers and directors as a group (8 individuals)	5,000,000	16.7	%

	For the period from July 27, 2020 (inception) through December 31, 2020
Audit Fees (1)	$	39,655
Audit-Related Fees (2)		0
Tax Fees (3)		0
All Other Fees (4)		0
Total Fees	$	39,655

	Page
Report of Independent Registered Public Accounting Firm	F-1
Financial Statements:
Balance Sheet as of December 31, 2020 (As Restated)	F-2
Statement of Operations for the period from July 27, 2020 (Inception) through December 31, 2020 (As Restated)	F-3
Statement of Stockholders’ Equity for the period from July 27, 2020 (Inception) through December 31, 2020 (As Restated)	F-4
Statement of Cash Flows for the period from July 27, 2020 (Inception) through December 31, 2020 (As Restated)	F-5
Notes to Financial Statements (As Restated)	F-6 – F-22

Assets:
Current assets
Cash	$	1,527,662
Prepaid expense		246,814
Total current assets		1,774,476
Investments held in Trust Account		250,004,549
Total Assets	$	251,779,025

Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Liabilities:
Current liabilities
Accounts payable and accrued expenses	$	176,057
Total current liabilities		176,057
Warrant liabilities		21,370,200
Deferred legal fees		640,067
Total liabilities		22,186,324

Redeemable Common Stock
Class A common stock subject to possible redemption, 25,000,000 shares at $10.00 per share redemption value		250,000,000

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		-
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; none issued or outstanding, excluding 25,000,000 shares subject to possible redemption		-
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 6,250,000 shares issued and outstanding		625
Additional paid-in capital		-
Accumulated deficit		(20,407,924	)
Total stockholders’ deficit		(20,407,299	)

Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$	251,779,025

Formation and operating costs	$	180,497
Loss from operations		(180,497	)

Other income (expense)
Interest Income		4,658
Offering expense allocated to warrant issuance		(295,225	)
Unrealized loss on change in fair value of warrants		(1,831,450	)
Total other income (expense)		(2,122,017	)

Net loss	$	(2,302,514	)

Basic and diluted weighted average shares outstanding, Class A common stock		25,000,000
Basic and diluted net loss per share, Class A common stock	$	(0.07	)

Basic and diluted weighted average shares outstanding, Class B common stock		6,250,000
Basic and diluted net loss per share, Class B common stock	$	(0.07	)

	Class A Common Stock				Class B Common Stock						Additional			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Paid-in Capital			Deficit			Deficit
Balance as of July 27, 2020 (Inception)		-	$	-		-		$	-		$	-		$	-		$	-
Issuance of Class B Common Stock to founders		-		-		7,187,500			719			24,281			-			25,000
Forfeiture of Class B common stock		-		-		(937,500	)		(94	)		94			-			-
Net loss		-		-		-			-			-			(2,302,514	)		(2.302,514	)
Accretion of Class A common stock to possible redemption amount		-		-		-			-			(24,375	)		(18,105,410	)		(18,129,785	)
Balance as of December 31, 2020, as restated		-	$	-		6,250,000		$	625		$	-		$	(20,407,924	)	$	(20,407,299	)

Cash flows from operating activities:
Net loss	$	(2,302,514	)
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(4,549	)
Unrealized loss on change in fair value of warrants		1,831,450
Offering expense allocated to warrant issuance		295,225
Changes in operating assets and liabilities:
Prepaid expense		(246,814	)
Accounts payable and accrued expenses		176,057
Net cash used in operating activities		(251,145	)

Cash flows from investing activities:
Investment held in Trust Account		(250,000,000	)
Net cash used in investing activities		(250,000,000	)

Cash flows from financing activities:
Proceeds from sale of common stock to initial stockholders		25,000
Proceeds from sale of Units, net of offering costs		244,753,807
Proceeds from issuance of Private Placement Warrants		7,000,000
Net cash provided by financing activities		251,778,807

Net change in cash		1,527,662
Cash, beginning of the period		-
Cash, end of period	$	1,527,662

Supplemental disclosure of cash flow information:
Non-cash investing and financing transactions:
Deferred legal fee payable charged to additional paid in capital	$	640,067

SEC Form 10-K/A filed by Atlantic Street Acquisition Corp (Amendment)