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, 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 ☐

As of August 11, 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.

		Page No.
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

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

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

	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021	3

	Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021	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	20

Item 5.	Other Information	20

Item 6.	Exhibits	21

	SIGNATURES


	June 30, 2021		December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	785,252	$	1,144,548
Prepaid expenses		166,252		206,198
Total current assets		951,504		1,350,746
Investments held in Trust Account		82,570,955		82,563,213
Total Assets	$	83,522,459	$	83,913,959

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	44,665	$	24,775
Accrued expenses		55,900		19,800
Franchise tax payable		79,245		47,125
Total current liabilities		179,810		91,700
Deferred underwriting commissions		2,889,696		2,889,696
Total Liabilities		3,069,506		2,981,396

Commitments and Contingencies
Class A common stock; 7,545,295 and 7,593,256 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively		75,452,950		75,932,560

Stockholders' Equity:
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; 1,076,104 and 1,028,143 shares issued and outstanding (excluding 7,545,295 and 7,593,256 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively		108		103
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,064,068 shares issued and outstanding as of June 30, 2021 and December 31, 2020		206		206
Additional paid-in capital		5,688,728		5,209,123
Accumulated deficit		(689,039)		(209,429)
Total stockholders' equity		5,000,003		5,000,003
Total Liabilities and Stockholders' Equity	$	83,522,459	$	83,913,959


	FOR THE THREE		FOR THE SIX
	MONTHS ENDED		MONTHS ENDED
	JUNE 30, 2021		JUNE 30, 2021
General and administrative expenses	$	164,013		389,220
Franchise tax expense		49,315		98,132
Loss from operations		(213,328)		(487,352)
Interest income from investments held in Trust Account		2,996		7,742
Net Loss	$	(210,332)	$	(479,610)

Weighted average shares outstanding of Class A redeemable common stock		8,256,273		8,256,273
Basic and diluted net income per share, Class A redeemable common stock	$	—	$	—
Basic and diluted weighted average shares outstanding of Class B non-redeemable common stock		2,429,194		2,429,194
Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.09)	$	(0.20)


	Common Stock										Total
	Class A			Class B			Additional Paid-In		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance - December 31, 2020	1,028,143	$	103	2,064,068	$	206	$	5,209,123	$	(209,429)	$	5,000,003
Common stock subject to possible redemption	26,928		3	—		—		269,277		—		269,280
Net loss	—		—	—		—		—		(269,278)		(269,278)
Balance - March 31, 2021 (unaudited)	1,055,071	$	106	2,064,068	$	206	$	5,478,400	$	(478,707)	$	5,000,005
Common stock subject to possible redemption	21,033		2	—		—		210,328		—		210,330
Net loss	—		—	—		—		—		(210,332)		(210,332)
Balance - June 30, 2021 (unaudited)	1,076,104	$	108	2,064,068	$	206	$	5,688,728	$	(689,039)	$	5,000,003


Cash Flows from Operating Activities:
Net loss	$	(479,610)
Adjustments to reconcile net income to net cash used in operating activities:
Interest income from investments held in Trust Account		(7,742)

Changes in operating assets and liabilities:
Prepaid expenses		39,946
Accounts payable		19,890
Franchise tax payable		32,120
Accrued expenses		36,100
Net cash used in operating activities		(359,296)

Net change in cash		(359,296)

Cash - beginning of the period		1,144,548
Cash - end of the period	$	785,252

Supplemental disclosure of noncash financing activities:
Change in value of Class A common stock subject to possible redemption	$	(479,610)


	June 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	$	82,570,955	$	—	$	—

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: August 11, 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.