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 quarter ended June 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 number: 001-39578

Recharge Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-1873676

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1900 Main Street, Suite 201

Sarasota, Florida 34236

(Address of principal executive offices)

(937) 610-4057

(Issuer’s telephone number)

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


Title of each class	Trading Symbol(s)	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	RCHGU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	RCHG	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	RCHGW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 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 13, 2021, there were 20,040,000 shares of Class A common stock, par value $0.0001 per share, and 5,010,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.


		Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020		3
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021 (Unaudited)		4
Condensed Statement of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 (Unaudited)		5
Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)		6
Notes to Condensed Financial Statements (Unaudited)		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		24
Item 4. Controls and Procedures		24
Part II. Other Information
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		26
Item 6. Exhibits		27
Part III. Signatures		28


	June 30,		December 31,
	2021		2020
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	963,171	$	1,305,305
Prepaid expenses		128,375		156,325
Total Current Assets		1,091,546		1,461,630

Cash and marketable securities held in Trust Account		202,487,731		202,439,643
TOTAL ASSETS	$	203,579,277	$	203,901,273

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	184,814	$	153,410
Promissory note — related party		185,047		185,047
Total Current Liabilities		369,861		338,457

Warrant liability		14,658,860		28,839,300
Deferred underwriting fee payable		7,014,000		7,014,000
TOTAL LIABILITIES		22,042,721		36,191,757

Commitments and Contingencies

Class A common stock subject to possible redemption 17,466,369 and 16,109,853 shares at redemption value at June 30, 2021 and December 31, 2020, respectively		176,536,552		162,709,513

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,573,631 and 3,930,147 shares issued and outstanding (excluding 17,466,369 and 16,109,853 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		257		393
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,010,000 shares issued and outstanding, at June 30, 2021 and December 31, 2020		501		501
Additional paid-in capital		10,069,498		23,896,401
Accumulated deficit		(5,070,252)		(18,897,292)
Total Stockholders’ Equity		5,000,004		5,000,003
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	203,579,277	$	203,901,273


	Three Months		Six Months
	Ended		Ended
	June 30,		June 30,
	2021		2021

Formation and operational costs	$	183,665	$	401,626
Loss from operations		(183,665)		(401,626)

Other (expense) income:
Interest earned on marketable securities held in Trust Account		8,016		48,088
Unrealized loss on marketable securities held in Trust Account		(5,697)		—
Interest income - bank		72		138
Change in fair value of warrant liability		(889,100)		14,180,440
Total Other (expense) income, net		(886,709)		14,228,666

Net (loss) income	$	(1,070,374)	$	13,827,040

Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption		17,573,434		16,845,687
Basic and diluted net income per share, Class A Common stock subject to possible redemption	$	0.00	$	0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		7,476,566		8,204,313
Basic and diluted net (loss) income per share, Non-redeemable common stock	$	(0.14)	$	1.69


										Retained
							Additional			Earnings	Total
	Class A Common Stock			Class B Common Stock			Paid-in		(Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit)		Equity
Balance – January 1, 2021	3,930,147	$	393	5,010,000	$	501	$	23,896,401	$	(18,897,292)	$	5,000,003

Change in value of Class A common stock subject to possible redemption	(1,463,581)		(146)	—		—		(14,897,262)		—		(14,897,408)

Net income	—		—	—		—		—		14,897,414		14,897,414

Balance – March 31, 2021	2,466,566	$	247	5,010,000	$	501	$	8,999,139	$	(3,999,878)	$	5,000,009

Change in value of Class A common stock subject to possible redemption	107,065		10	—		—		1,070,359		—		1,070,369

Net loss	—		—	—		—		—		(1,070,374)		(1,070,374)

Balance – June 30, 2021	2,573,631	$	257	5,010,000	$	501	$	10,069,498	$	(5,070,252)	$	5,000,004


		June 30,		December 31,
Description	Level	2021		2020
Assets:
Cash and marketable securities held in Trust Account	1	$	202,487,731	$	202,439,643

Liabilities:
Warrant Liability – Public Warrants	1	$	8,216,400	$	16,032,000
Warrant Liability – Private Placement Warrants	3	$	6,442,460	$	12,807,300


Input	June 30, 2021			December 31, 2020
Risk-free interest rate		.81	%		.38	%
Trading days per year		252			252
Expected volatility		15.4	%		22.4	%
Exercise price	$	11.50		$	11.50
Stock Price	$	9.80		$	10.00


	Private Placement		Public		Warrant Liabilities
Fair value as of January 1, 2021	$	12,807,300	$	16,032,000	$	28,839,300
Change in fair value of warrant liability		(6,752,940)		(8,316,600)		(15,069,540)
Fair value as of March 31, 2021		6,054,360		7,715,400		13,769,760
Change in fair value of warrant liability		388,100		501,000		889,100
Fair value as of June 30, 2021	$	6,442,460	$	8,216,400	$	14,658,860


No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of 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 Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of 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


	RECHARGE ACQUISITION CORP.

Date: August 13, 2021	By:	/s/ Anthony Kenney
	Name:	Anthony Kenney
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 13, 2021	By:	/s/ Michael Gearhardt
	Name:	Michael Gearhardt
	Title:	Chief Financial Officer
		(Principal Accounting Officer and Financial Officer)

SEC Form 10-Q filed by Recharge Acquisition Corp.