ysac20210630

ysac20210630_10q.htm

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 number 001-39648

YELLOWSTONE ACQUISITION COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-2732947

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102

(Address of principal executive offices, Zip Code)

(402) 225-6511

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of Class	Trading Symbol	Name of Exchange on Which Registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant	YSACU	The Nasdaq Stock Market LLC
Class A common stock, $0.0001 par value included as part of the units	YSAC	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	YSACW	The Nasdaq Stock Market LLC

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 ☐

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

	Page
Part I – Financial Information	1
Item 1. Financial Statements (Unaudited)	1
Unaudited Balance Sheet as of June 30, 2021	1
Unaudited Statement of Operations - Three and Six Months Ended June 30, 2021	2
Unaudited Statement of Changes in Stockholder's Equity - June 30, 2021	3
Unaudited Statement of Cash Flows - Six Months Ended June 30, 2021	4
Notes to Unaudited 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	17
Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3. Defaults Upon Senior Securities	18
Item 4. Mine Safety Disclosures	18
Item 5. Other Information	18
Item 6. Exhibits	19
Exhibit Index	19
Signatures	20

	June 30, 2021			December 31, 2020
Assets:
Current assets:
Cash	$	736,005		$	1,122,194
Investments held in Trust		138,725,782			138,716,226
Prepaid expenses		322,226			403,186
Total Assets		139,784,013			140,241,606

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable and accrued expenses		212,852			153,928
Deferred underwriting fee payable		4,759,615			4,759,615
Total Current Liabilities		4,972,467			4,913,543
Warrants liability		11,470,190			18,003,841
Total Liabilities		16,442,657			22,917,384

Commitments and Contingencies:
Class A common stock, $0.0001 par value; 13,598,898 shares subject to possible redemption at $10.20 per share		138,708,760			138,708,760

Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Class A common stock, $0.0001 par value; 200,000,000 shares authorized		-			-
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 3,399,724 shares issued and outstanding at June 30, 2021 and December 31, 2020		340			340
Additional paid-in capital		-			-
Accumulated deficit		(15,367,744	)		(21,384,878	)
Total Stockholders' Equity		(15,367,404	)		(21,384,538	)
Total Liabilities and Stockholders' Equity	$	139,784,013		$	140,241,606

	*For the Three Months Ended*			*For the Six Months Ended*
	*June 30, 2021*			*June 30, 2021*
Professional fees and other expenses	$	(149,670	)	$	(250,904	)
State franchise taxes, other than income tax		(78,197	)		(128,197	)
General and administrative costs		(74,054	)		(147,623	)
Change in fair value of warrant liability		1,887,500			6,533,651
Net income from operations		1,585,579			6,006,927
Other income - interest and dividend income		2,074			13,887
Unrealized loss on marketable securities held in Trust		(732	)		(3,680	)
Income before income taxes		1,586,921			6,017,134
Income tax (provision) benefit		-			-
Net income attributable to common shares	$	1,586,921		$	6,017,134

Net income per common share:
Class A Common Stock - basic and diluted	$	0.09		$	0.35
Class B Common Stock - basic and diluted	$	0.09		$	0.35

	*Common Stock*
	*Class A*				*Class B*
		*Shares*		*Amount*		*Shares*		*Amount*		*Additional Paid-In Capital*		*Accumulated Deficit*			*Total Stockholders' Equity*
Balance – December 31, 2020		-	$	-		3,399,724	$	340	$	-	$	(21,384,878	)	$	(21,384,538	)
Net income		-		-		-		-		-		4,430,213			4,430,213
Balance – March 31, 2021		-	$	-		3,399,724	$	340	$	-	$	(16,954,665	)	$	(16,954,325	)
Net income		-		-		-		-		-		1,586,921			1,586,921
Balance – June 30, 2021		-	$	-		3,399,724	$	340	$	-	$	(15,367,744	)	$	(15,367,404	)

Cash Flows from Operating Activities:
Net Income	$	6,017,134
Adjustments to reconcile net income to net cash used in operating activities:
Unrealized loss on securities		3,680
Change in fair value of warrant liability		(6,533,651	)
Changes in operating assets and liabilities:
Prepaid expenses		80,960
Accounts payable and accrued expenses		58,924
Net cash used in operating activities		(372,953	)

Cash Flows from Investing Activities:
Proceeds from sales of investments		624,263,561
Purchase of investments		(624,276,797	)
Net cash used in investing activities		(13,236	)

Net decrease in cash		(386,189	)

Cash – beginning of the period		1,122,194
Cash – end of the period	$	736,005

Interest Paid in Cash	$	-
Income Taxes Paid in Cash	$	-

1.1 (*)	Underwriting Agreement between the Company and Wells Fargo Securities LLC, as representative of the several underwriters, dated October 19, 2020, filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

3.1 (*)	Certificate of Incorporation, filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-249035) originally filed with the Commission on September 25, 2020.

3.2 (*)	Amended and Restated Certificate of Incorporation, dated October 19, 2020, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

3.3 (*)	Certificate of Correction of Amended and Restated Certificate of Incorporation, dated October 21, 2020, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

3.4 (*)	Bylaws, filed as Exhibit 3.3 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-249035) originally filed with the Commission on September 25, 2020.

4.1 (*)	Specimen Unit Certificate, filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-249035) originally filed with the Commission on September 25, 2020.

4.2 (*)	Specimen Class A Common Stock Certificate, filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-249035) originally filed with the Commission on September 25, 2020.

4.3 (*)	Specimen Warrant Certificate, filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-249035) originally filed with the Commission on September 25, 2020.

4.4 (*)	Warrant Agreement between the Company and Continental Stock Transfer & Trust Company, as agent, dated October 21, 2020, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

10.1 (*)	Promissory Note, dated August 31, 2020, issued to BOC Yellowstone LLC, filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-249035) originally filed with the Commission on September 25, 2020.

10.2 (*)	Securities Subscription Agreement, dated August 31, 2020, between Yellowstone Acquisition Company and BOC Yellowstone, LLC, filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-249035) originally filed with the Commission on September 25, 2020.

10.3 (*)	Sponsor Warrants Purchase Agreement, dated October 9, 2020, between Yellowstone Acquisition Company and BOC Yellowstone LLC, filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A, as amended, (File No. 333-249035) filed with the Commission on October 9, 2020.

10.4 (*)	Amended and Restated Securities Subscription Agreement, dated October 9, 2020, between Yellowstone Acquisition Company and BOC Yellowstone, LLC, filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A, as amended, (File No. 333-249035) filed with the Commission on October 9, 2020.

10.5 (*)	Amended and Restated Sponsor Warrants Purchase Agreement, dated October 17, 2020, between Yellowstone Acquisition Company and BOC Yellowstone, LLC, filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A, as amended, (File No. 333-249035) filed with the Commission on October 19, 2020.

10.6 (*)	Second Amended and Restated Sponsor Warrants Purchase Agreement between the Company and BOC Yellowstone LLC, dated October 21, 2020, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

10.7 (*)	Second Amended and Restated Securities Subscription Agreement, dated October 21, 2020, between Yellowstone Acquisition Company and BOC Yellowstone LLC, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

10.8 (*)	Investment Management Trust Agreement, dated October 21, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

10.9 (*)	Registration Rights Agreement between the Company and BOC Yellowstone LLC, dated October 21, 2020, filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

10.10 (*)	Letter Agreement between the Company, BOC Yellowstone LLC and each of the officers and directors of the Company, dated October 21, 2020, filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

10.11 (*)	Indemnity Agreement by and between the Company and Sydney Atkins, dated October 21, 2020, filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

10.12 (*)	Indemnity Agreement by and between the Company and David Bronczek, dated October 21, 2020, filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

10.13 (*)	Indemnity Agreement by and between the Company and Shanna Khan, dated October 21, 2020, filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

10.14 (*)	Indemnity Agreement by and between the Company and Adam Peterson, dated October 21, 2020, filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

10.15 (*)	Indemnity Agreement by and between the Company and Alex Rozek, dated October 21, 2020, filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

10.16 (*)	Indemnity Agreement by and between the Company and Joshua Weisenburger, dated October 21, 2020, filed as Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed with the Commission on October 26, 2020.

14.1 (*)	Code of Ethics, filed as Exhibit 14.1 to the Company's Annual Report on Form 10-K, filed with the Commission on March 12, 2021.

(*)	Incorporated by reference to the filing indicated.
(#)	Filed herewith.

SEC Form 10-Q filed by Yellowstone Acquisition Company