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 June 30, 2022


☐	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 ☒ 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 ☐

As of August 12, 2022, a total of 8,621,399 shares of Class A common stock, par value $0.0001 per share, and a total of 2,035,318 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.

		Page No.
	PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	2

	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2022 and 2021	3

	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17

Item 4.	Controls and Procedures	17

	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	21

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

	SIGNATURES


	June 30, 2022		December 31, 2021
	(unaudited)
Assets:
Current assets:
Cash	$	674,135	$	331,273
Prepaid expenses		54,176		111,773
Deferred tax asset		10,691		—
Total current assets		739,002		443,046
Investments held in Trust Account		82,691,062		82,573,762
Total Assets	$	83,430,064	$	83,016,808

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit:
Current liabilities:
Accounts payable	$	149,606	$	33,513
Accrued expenses		107,002		35,000
Franchise tax payable		17,992		162,267
Total current liabilities		274,600		230,780
Note payable - related party		1,000,000		—
Deferred underwriting commissions		2,889,696		2,889,696
Total Liabilities		4,164,296		3,120,476

Commitments and Contingencies
Class A common stock subject to possible redemption; 8,256,273 shares at redemption value of $10.00 per share as of June 30, 2022 and December 31, 2021		82,562,730		82,562,730

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued or 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 June 30, 2022 and December 31, 2021		37		37
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,035,318 and 2,064,068 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		203		206
Additional paid-in capital		—		—
Accumulated deficit		(3,297,202)		(2,666,641)
Total stockholders’ deficit		(3,296,962)		(2,666,398)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	$	83,430,064	$	83,016,808


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
General and administrative expenses	$	281,127	$	164,013	$	659,673	$	389,220
Franchise tax expense		50,115		49,315		98,882		98,132
Loss from operations		(331,242)		(213,328)		(758,555)		(487,352)
Interest income from investments held in Trust Account		109,449		2,996		117,300		7,742
Net Loss Before Income Tax Benefit		(221,793)		(210,332)		(641,255)		(479,610)
Income tax benefit		10,691		—		10,691		—
Net Loss	$	(211,102)	$	(210,332)	$	(630,564)	$	(479,610)

Basic and diluted weighted average shares outstanding of Class A common stock		8,621,399		8,621,399		8,621,399		8,621,399
Basic and diluted net loss per share, Class A common stock	$	(0.02)	$	(0.02)	$	(0.06)	$	(0.05)
Basic and diluted weighted average shares outstanding of Class B common stock		2,041,953		2,064,068		2,052,949		2,064,068
Basic and diluted net loss per share, Class B common stock	$	(0.02)	$	(0.02)	$	(0.06)	$	(0.05)


	Common Stock										Total
	Class A			Class B			Additional Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2021	365,126	$	37	2,064,068	$	206	$	—	$	(2,666,641)	$	(2,666,398)
Net loss	—		—	—		—		—		(419,462)		(419,462)
Balance - March 31, 2022 (unaudited)	365,126	$	37	2,064,068	$	206	$	—	$	(3,086,103)	$	(3,085,860)
Net loss	—		—	—		—		—		(211,102)		(211,102)
Forfeiture of Class B common stock	—		—	(28,750)		(3)		3		—		—
Recovery of accumulated deficit	—		—	—		—		(3)		3		—
Balance - June 30, 2022 (unaudited)	365,126	$	37	2,035,318	$	203	$	—	$	(3,297,202)	$	(3,296,962)


	For the Three Months Ended				For the Three Months Ended
	June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per common stock:
Numerator:
Allocation of net loss	$	(170,674)	$	(40,428)	$	(169,703)	$	(40,629)

Denominator:
Basic and diluted weighted average common stock outstanding		8,621,399		2,041,953		8,621,399		2,064,068

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


	For the Six Months Ended				For the Six Months Ended
	June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per common stock:
Numerator:
Allocation of net loss	$	(503,367)	$	(121,579)	$	(386,966)	$	(92,644)

Denominator:
Basic and diluted weighted average common stock outstanding		8,621,399		2,052,949		8,621,399		2,064,068

Basic and diluted net loss per common stock	$	(0.06)	$	(0.06)	$	(0.05)	$	(0.05)


Gross Proceeds	$	82,562,730
Less:
Class A common stock issuance costs		(5,091,998)
Plus:
Accretion of carrying value to redemption value		5,091,998
Class A common stock subject to possible redemption	$	82,562,730

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