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 quarterly period ended September 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 No. 001-39612

5:01 ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Delaware	85-2790755
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

501 Second Street, Suite 350 San Francisco, California	94107
(Address of principal executive offices)	(Zip Code)

(415) 993-8570

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	FVAM	The Nasdaq Capital Market

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 x 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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

		Page No.
	PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	1

	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2021 and for the Period from August 31, 2020 (Inception) through September 30, 2020	2

	Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021 and for the Period from August 31, 2020 (Inception) through September 30, 2020	3

	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2021 and for the Period from August 31, 2020 (Inception) through September 30, 2020	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18

Item 4.	Controls and Procedures	18

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	19

Item 3.	Defaults Upon Senior Securities	19

Item 4.	Mine Safety Disclosures	19

Item 5.	Other Information	19

Item 6.	Exhibits	20

	SIGNATURES


	September 30, 2021		December 31, 2020
	(unaudited)
Assets:
Current assets:
Cash	$	650,397	$	1,144,548
Prepaid expenses		148,679		206,198
Total current assets		799,076		1,350,746
Investments held in Trust Account		82,572,018		82,563,213
Total Assets	$	83,371,094	$	83,913,959

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit:
Current liabilities:
Accounts payable	$	72,008	$	24,775
Accrued expenses		83,145		19,800
Franchise tax payable		119,685		47,125
Total current liabilities		274,838		91,700
Deferred underwriting commissions		2,889,696		2,889,696
Total Liabilities		3,164,534		2,981,396

Commitments and Contingencies
Class A common stock; 8,256,273 shares subject to possible redemption at $10.00 per share as of September 30, 2021 and December 31, 2020		82,562,730		82,562,730

Stockholders' Deficit
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized, 365,126 shares issued and outstanding (excluding 8,256,273 shares subject to possible redemption) as of September 30, 2021 and December 31, 2020		37		37
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,064,068 shares issued and outstanding as of September 30, 2021 and December 31, 2020		206		206
Additional paid-in capital		—		—
Accumulated deficit		(2,356,413)		(1,630,410)
Total stockholders' deficit		(2,356,170)		(1,630,167)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	$	83,371,094	$	83,913,959


					August 31, 2020
	Three Months		Nine Months		(Inception)
	Ended September		Ended September		through September
	30, 2021		30, 2021		30, 2020
General and administrative expenses	$	197,592	$	586,813	$	1,336
Franchise tax expense		49,863		147,995		16,488
Loss from operations		(247,455)		(734,808)		(17,824)
Interest income from investments held in Trust Account		1,062		8,805		—
Net Loss	$	(246,393)	$	(726,003)	$	(17,824)

Basic and diluted weighted average shares outstanding of Class A common stock		8,256,273		8,256,273		—
Basic and diluted net loss per share, Class A common stock	$	(0.02)	$	(0.07)	$	—
Basic and diluted weighted average shares outstanding of Class B common stock		2,064,068		2,064,068		2,000,000
Basic and diluted net loss per share, Class B common stock	$	(0.02)	$	(0.07)	$	(0.01)


	Common Stock										Total
	Class A			Class B			Additional Paid-In		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2020	365,126	$	37	2,064,068	$	206	$	—	$	(1,630,410)	$	(1,630,167)
Net loss	—		—	—		—		—		(269,278)		(269,278)
Balance - March 31, 2021	365,126		37	2,064,068		206		—		(1,899,688)		(1,899,445)
Net loss	—		—	—		—		—		(210,332)		(210,332)
Balance - June 30, 2021	365,126		37	2,064,068		206		—		(2,110,020)		(2,109,777)
Net loss	—		—	—		—		—		(246,393)		(246,393)
Balance - September 30, 2021	365,126	$	37	2,064,068	$	206	$	—	$	(2,356,413)	$	(2,356,170)


	Common Stock						Additional				Total
	Class A			Class B			Paid-In		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance - August 31, 2020 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of common stock to Sponsor	—		—	2,300,000		230		19,770		—		20,000
Net loss	—		—	—		—		—		(17,824)		(17,824)
Balance - September 30, 2020	—	$	—	2,300,000	$	230	$	19,770	$	(17,824)	$	2,176


			For the Period From August
	For the Nine Months Ended		31, 2020 (Inception) Through
	September 30, 2021		September 30, 2020
Cash Flows from Operating Activities:
Net loss	$	(726,003)	$	(17,824)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income from investments held in Trust Account		(8,805)		—

Changes in operating assets and liabilities:
Prepaid expenses		57,519		—
Accounts payable		47,233		1,336
Franchise tax payable		72,560		16,488
Accrued expenses		63,345		—
Net cash used in operating activities		(494,151)		—

Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor		—		20,000
Proceeds received from note payable - related party		—		300,000
Deferred offering costs paid		—		(31,300)
Net cash provided by financing activities		—		288,700

Net change in cash		(494,151)		288,700

Cash - beginning of the period		1,144,548		—
Cash - end of the period	$	650,397	$	288,700

Supplemental disclosure of noncash financing activities:
Deferred offering costs included in accounts payable	$	—	$	274,566
Deferred offering costs included in accrued expenses	$	—	$	17,500


	For the Three Months Ended				For the Nine Months Ended				The Period From August 31, 2020
	September 30, 2021				September 30, 2021				(Inception) through September 30, 2020
	Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted loss per common stock:
Numerator:
Allocation of net loss	$	(197,114)	$	(49,279)	$	(580,802)	$	(145,201)	$	—	$	(17,824)

Denominator:
Basic and diluted weighted average common stock outstanding		8,256,273		2,064,068		8,256,273		2,064,068		—		2,000,000

Basic and diluted net loss per common stock	$	(0.02)	$	(0.02)	$	(0.07)	$	(0.07)	$	—	$	(0.01)


Gross Proceeds	$	82,562,730
Less:
Class A common stock issuance costs		(5,091,975)
Plus:
Accretion of carrying value to redemption value		5,091,975
Class A common stock subject to possible redemption	$	82,562,730


	September 30, 2021
	Quoted		Significant		Significant
	Prices in		Other		Other
	Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Investments held in Trust Account	$	82,572,018	$	—	$	—

Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-249036) filed with the Securities and Exchange Commission on September 25, 2020).

3.2		Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 (File No. 333-249036) filed with the Securities and Exchange Commission on September 25, 2020).

31.1		Certification of Principal Executive Officer 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.

31.2		Certification of Principal Financial Officer 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.

32.1*		Certifications 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 (the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL 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 Label 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

	5:01 ACQUISITION CORP.

Dated: November 10, 2021	By:	/ s/ Rebecca L. Lucia
	Name:	Rebecca L. Lucia
	Title:	Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

SEC Form 10-Q filed by 5:01 Acquisition Corp.