UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(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 ☒ 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 December 8, 2021, a total of 8,621,399 shares of Class A common stock, par value $0.0001 per share, and a total of 2,064,068 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.

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EXPLANATORY NOTE

References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to 5:01 Acquisition Corp., unless the context otherwise indicates.

This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of 5:01 Acquisition Corp. as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 10, 2021.

On November 10, 2021, 5:01 Acquisition Corp. (the “Company”) filed its Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q”), which included a subsection of Note 2 entitled “Revision to Previously Issued Financial Statements,” (“Note 2”) that describes a revision to a portion of the Company’s previously issued financial statements for the classification of its Class A common stock, par value $0.0001 per share, sold in the Company’s initial public offering (the “IPO”) on October 16, 2020, including the shares issued upon exercise of the underwriters’ over-allotment option (collectively, the “Public Shares”). As described in Note 2, upon its IPO, the Company classified a portion of the Public Shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its business combination only if the Company has net tangible assets of at least $5,000,001. The Company’s management re-evaluated the conclusion and determined that the Public Shares included certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. As a result, management corrected the error by revising all Public Shares as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital, accumulated deficit and Class A common stock.

In connection with the change in presentation for the Public Shares, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.

The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously financial statements in Note 2 to its Q3 Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Public Shares and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements.

Therefore, on December 6, 2021, the audit committee of the Company’s board of directors (the “Audit Committee”) concluded, after discussion with the Company’s management, that the Company’s previously issued (i) audited balance sheet as of October 16, 2020 (the “Post IPO Balance Sheet”); (ii) audited financial statements included in the Annual Report on Form 10-K for the period from August 31, 2020 (inception) through December 31, 2020, filed with the SEC on March 17, 2021 (“2020 Form 10-K”); (iii) unaudited condensed financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 7, 2021; (iv) unaudited condensed financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 11, 2021; and (v) Note 2 to the unaudited condensed financial statements included in the Q3 Form 10-Q (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and restate earnings per share and should no longer be relied upon. As such, the Company restated its financial statements for the Affected Periods in a Form 10-K/A for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K, and the unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021 in this Quarterly Report on Form 10-Q/A.

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.

After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective as of the end of the Affected Periods or September 30, 2021. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 to Part 1 of this filing.

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5:01 ACQUISITION CORP.

Quarterly Report on Form 10-Q/A

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		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 (as restated)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	22

	SIGNATURES

iii

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q/A, or this Quarterly Report, which reflect our current views with respect to future events and financial performance, and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purpose of the federal securities laws. Our forward- looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

●

our ability to complete our initial business combination;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

●

our potential ability to obtain additional financing to complete our initial business combination;

●

our pool of prospective target businesses;

●

the ability of our officers and directors to generate a number of potential investment opportunities;

●

the ability to have our securities continue to be listed on Nasdaq, including following a business combination;

●

our public securities’ potential liquidity and trading;

●

our ability to consummate an initial business combination despite the continued uncertainty resulting from the ongoing COVID-19 pandemic or the outbreak of other infectious diseases;

●

the potential market for our securities; or

●

our financial performance.

The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

●

We are a blank check company at an early stage with no operating history and no revenues, and our stockholders have no basis on which to evaluate our ability to achieve our business objective.

●

Past performance by 5AM Venture Management, LLC, or 5AM, including our management team, may not be indicative of future performance of an investment in us.

●

Because we intend to seek a business combination with a target business in the healthcare industry, we expect our future operations to be subject to risks associated with the healthcare industry.

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●

The requirement that the target business or businesses that we acquire must satisfy the 80% of net assets test at the time of the agreement to enter into the initial business combination may limit the type and number of companies with which we may complete such a business combination.

●

The holders of our public shares, or our public stockholders, may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination even though a majority of our public stockholders do not support such a combination.

●

If we seek stockholder approval of our initial business combination, our sponsor, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.

●

The only opportunity for our stockholders to affect the investment decision regarding a potential business combination may be limited to the exercise of their rights to redeem their shares from us for cash unless we seek stockholder approval of such business combination.

●

The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into our initial business combination with a target.

●

We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less than such amount in certain circumstances.

●

Management’s flexibility in identifying and selecting a prospective acquisition candidate, along with our management’s financial interest in consummating our initial business combination, may lead management to enter into an acquisition agreement that is not in the best interests of our stockholders.

●

Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Additional discussion of the risks, uncertainties and other factors described above, as well as other risks and uncertainties material to our business, can be found under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission, or the SEC, on March 17, 2021, and we encourage you to refer to that additional discussion. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking statements. Further, we undertake no obligation to update or revise any forward- looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements as predictions of future results. Our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

5:01 ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	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

The accompanying notes are an integral part of these unaudited condensed financial statements.

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5:01 ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


					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		8,621,399		8,621,399		—
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)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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5:01 ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the Three and Nine Months Ended September 30, 2021


	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 (as restated)	365,126		37	2,064,068		206		—		(1,899,688)		(1,899,445)
Net loss	—		—	—		—		—		(210,332)		(210,332)
Balance - June 30, 2021 (as restated)	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)

For The Period From August 31, 2020 (Inception) Through September 30, 2020


	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

The accompanying notes are an integral part of these unaudited condensed financial statements.

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5:01 ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


			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

SEC Form 10-Q/A filed by 5:01 Acquisition Corp. (Amendment)