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 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 number: 001-40716

RIVERVIEW ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		86-1972481
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

510 South Mendenhall Road, Suite 200

Memphis, TN 38117

(Address of principal executive offices)

(901) 767-5576

(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	RVACU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.001 per share	RVAC	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at a price of $11.50 per share	RVACW	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 November 22, 2021, there were 25,000,000 shares of Class A common stock, $0.001 par value and 6,250,000 shares of Class B common stock, $0.001 par value, issued and outstanding.

RIVERVIEW ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS

			Page
Part I. Financial Information
	Item 1. Financial Statements
		Condensed Balance Sheet as of September 30, 2021 (Unaudited)	1
		Condensed Statements of Operations for the three months ended September 30, 2021 and for the period from February 4, 2021 (inception) through September 30, 2021 (Unaudited)	2
		Condensed Statements of Changes in Stockholders’ Deficit for the three months ended September 30, 2021 and for the period from February 4, 2021 (inception) through September 30, 2021 (Unaudited)	3
		Condensed Statement of Cash Flows for the period from February 4, 2021 (inception) through September 30, 2021 (Unaudited)	4
		Notes to Condensed Financial Statements (Unaudited)	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		18
	Item 4. Controls and Procedures		18
Part II. Other Information
	Item 1. Legal Proceedings		18
	Item 1A. Risk Factors		18
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		19
	Item 3. Defaults Upon Senior Securities		19
	Item 4. Mine Safety Disclosures		19
	Item 5. Other Information		19
	Item 6. Exhibits		19
Part III. Signatures			20

ASSETS
Current Assets:
Cash	$	1,166,467
Prepaid expenses		663,757
Total current assets		1,830,224

Marketable securities held in Trust Account		250,010,974
Total Assets	$	251,841,198

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accrued expenses	$	57,913
Total current liabilities		57,913

Warrant liabilities		13,333,000
Deferred underwriting fee payable		8,750,000
Total Liabilities	$	22,140,913

Commitments

Class A common stock, $0.001 par value; 85,000,000 shares authorized; 25,000,000 shares subject to possible redemption at redemption value at September 30, 2021	$	250,000,000

Stockholders’ Deficit
Preferred stock, $0.001 par value; 1,000,000 shares authorized, none issued and outstanding		—
Class A common stock, $0.001 par value; 85,000,000 shares authorized; 0 issued and outstanding (excluding 25,000,000 shares subject to possible redemption)		—
Class B common stock, $0.001 par value; 15,000,000 shares authorized; 6,250,000 shares issued and outstanding as of September 30, 2021 ⁽¹⁾		6,250
Additional paid-in capital		—
Accumulated deficit		(20,305,965	)
Total Stockholders’ Deficit		(20,299,715	)
Total Liabilities and Stockholders’ Deficit	$	251,841,198

	Three Months Ended September 30,			For the Period from February 4, 2021 (Inception) Through September 30,
	2021			2021
Operating and formation costs	$	131,911		$	140,324
Loss from operations		(131,911	)		(140,324	)

Other income:
Interest earned on marketable securities held in Trust Account		13,741			13,741
Unrealized loss on marketable securities held in Trust Account		(2,767	)		(2,767	)
Change in fair value of warrant liabilities		4,924,000			4,924,000
Transaction costs allocable to warrant liabilities		(1,283,477	)		(1,283,477	)
Other income, net		3,651,497			3,651,497

Net income	$	3,519,586		$	3,511,173

Basic and diluted weighted average shares outstanding, Class A common stock		14,010,989			5,803,571

Basic and diluted net income per share, Class A common stock	$	0.17		$	0.29

Basic and diluted weighted average shares outstanding, Class B common stock⁽¹⁾		6,250,000			6,250,000

Basic and diluted net income per share, Class B common stock	$	0.17		$	0.29

	Class A Common Stock				Class B Common Stock						Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance — February 4, 2021 (Inception)		—	$	—		—		$	—		$	—		$	—		$	—

Issuance of Class B common stock to Sponsor		—		—		7,187,500			7,188			17,812			—			25,000

Net loss		—		—		—			—			—			(8,476	)		(8,476	)

Balance – March 31, 2021		—		—		7,187,500			7,188			17,812			(8,476	)		16,524

Net income		—		—		—			—			—			63			63

Balance – June 30, 2021		—		—		7,187,500			7,188			17,812			(8,413	)		16,587

Accretion of Class A common stock to redemption amount		—		—		—			—			(18,750	)		(23,817,138	)		(23,835,888	)

Forfeiture of Founder Shares		—		—		(937,500	)		(938	)		938			—			—

Net income		—		—		—			—			—			3,519,586			3,519,586

Balance – September 30, 2021		—	$	—		6,250,000		$	6,250		$	—		$	(20,305,965	)	$	(20,299,715	)

Cash Flows from Operating Activities:
Net income	$	3,511,173
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrants liabilities		(4,924,000	)
Unrealized loss on marketable securities held in Trust Account		2,767
Interest earned on marketable securities held in Trust Account		(13,741	)
Transaction costs allocated to warrant liabilities		1,283,477
Changes in operating assets and liabilities:
Prepaid expenses and other current assets
Accrued expenses		57,913
Prepaid expenses		(663,757	)
Net cash used in operating activities		(746,168	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(250,000,000	)
Net cash used in investing activities		(250,000,000	)

Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid		245,000,000
Proceeds from sale of Private Placements Warrants		7,400,000
Proceeds from promissory note – related party		181,341
Repayment of promissory note – related party		(181,341	)
Payment of offering costs		(512,365	)
Net cash provided by financing activities		251,912,635

Net Change in Cash		1,166,467
Cash – Beginning of period		—
Cash – End of period	$	1,166,467

Non-Cash investing and financing activities:
Deferred underwriting fee payable	$	8,750,000
Initial value of warrant liabilities	$	18,257,000
Forfeiture of Founders Shares	$	(938	)

Balance Sheet as of August 10, 2021 (audited)	As Previously Reported			Adjustment			As Restated
Class A common stock subject to possible redemption	$	219,879,090		$	30,102,910		$	250,000,000
Class A common stock	$	3,010		$	(3,010	)	$	—
Additional paid-in capital	$	6,281,824		$	(6,281,824	)	$	—
Accumulated Deficit	$	(1,292,015	)	$	(23,818,076	)	$	(25,110,091	)
Total Stockholders’ Equity (Deficit)	$	5,000,007		$	(30,102,910	)	$	(25,102,903	)

Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(11,375,000	)
Class A common stock issuance costs		(12,460,888	)
Plus:
Accretion of carrying value to redemption value		23,835,888
Class A common stock subject to possible redemption	$	250,000,000

	Three Months Ended September 30, 2021						For the Period from February 4, 2021 (Inception) through September 30, 2021
	Class A			Class B			Class A			Class B
Basic and diluted net income per common stock
Numerator:
Allocation of net income, as adjusted		$	2,433,883		$	1,085,703		$	1,690,565		$	1,820,608
Denominator:
Basic and diluted weighted average shares outstanding			14,010,989			6,250,000			5,803,571			6,250,000
Basic and diluted net income per common stock		$	0.17		$	0.17		$	0.29		$	0.29

Description	Level		September 30, 2021
Assets:
Marketable securities held in Trust Account		1	$	250,010,974

Liabilities:
Warrant liability – Public Warrants		1	$	8,375,000
Warrant liability – Private Placement Warrants		3	$	4,958,000

	August 10, 2021 (Initial Measurement) Public and Private Warrants
Stock price	$	9.44
Exercise price	$	11.50
Expected term (in years)		5.0
Volatility		16.9	%
Risk-free rate		0.87	%
Dividend yield		0.0	%

	September 30, 2021 Private Warrants
Stock price	$	9.59
Exercise price	$	11.50
Expected term (in years)		5.0
Volatility		13.1	%
Risk-free rate		1.02	%
Dividend yield		0.00	%

No.		Description of Exhibit
1.1		Underwriting Agreement, dated August 5, 2021, by and among the Company, Cantor Fitzgerald & Co. and Stephens, Inc.⁽¹⁾
3.1		Amended and Restated Certificate of Incorporation.⁽¹⁾
4.4		Warrant Agreement, dated August 5, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.⁽¹⁾
10.1		Investment Management Trust Agreement, dated August 5, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.⁽¹⁾
10.2		Registration Rights Agreement, dated August 5, 2021, by and between the Company and the Sponsor.⁽¹⁾
10.3		Private Placement Warrants Purchase Agreement, dated August 5, 2021, by and between the Company and the Sponsor.⁽¹⁾
10.4		Letter Agreement, dated August 5, 2021, by and among the Company, its officers, its directors and the Sponsor.⁽¹⁾
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*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	RIVERVIEW ACQUISITION CORP.

Date: November 22, 2021	By:	/s/ R. Brad Martin
	Name:	R. Brad Martin
	Title:	Chairman and Chief Executive Officer
		(Chairman and Chief Executive Officer)

Date: November 22, 2021	By:	/s/ William V. Thompson III
	Name:	William V. Thompson III
	Title:	Treasurer, Secretary, and Chief Financial Officer
		(Treasurer, Secretary, and Chief Financial Officer)

	Private Placement			Public			Warrant Liabilities
Fair value as of February 4, 2021 (inception)	$	—		$	—		$	—
Initial measurement on August 10, 2021		6,882,000			11,375,000			18,257,000
Change in valuation inputs or other assumptions		(1,924,000	)		(3,000,000	)		(4,924,000	)
Transfer to level 1		—			(7,875,000	)		(7,875,000	)
Fair value as of September 30, 2021	$	4,958,000		$	—		$	4,958,000

SEC Form 10-Q filed by Riverview Acquisition Corp.