ysac20210930

ysac20210930_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 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 001-39648

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 Sheets as of September 30, 2021 and December 31, 2020	1
Unaudited Statements of Operations - Three and Nine Months Ended September 30,2021 and for the Period from August 25, 2020 (Inception) through September 30, 2020	2
Unaudited Statements of Changes in Stockholders' Equity - For the Period from August 25, 2020 (Inception) through September 30, 2020 and for the period from December 31, 2020 through September 30, 2021	3
Unaudited Statements of Cash Flows - For the Nine Months Ended September 30, 2021 and for the Period from August 25, 2020 (Inception) through September 30, 2020	4
Notes to Unaudited Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Item 4. Controls and Procedures	16
Part II – Other Information	16
Item 1. Legal Proceedings	16
Item 1A. Risk Factors	16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3. Defaults Upon Senior Securities	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	17
Item 6. Exhibits	18
Exhibit Index	18
Signatures	19

	*September 30, 2021*			*December 31, 2020*
Assets:
Current assets:
Cash	$	865,018		$	1,122,194
Investments held in Trust		138,742,756			138,716,226
Prepaid expenses		295,041			403,186
Total Assets		139,902,815			140,241,606

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable and accrued expenses		370,287			153,928
Note payable to Sponsor		1,000,000			-
Deferred underwriting fee payable		4,759,615			4,759,615
Total Current Liabilities		6,129,902			4,913,543
Warrants liability		13,648,074			18,003,841
Total Liabilities		19,777,976			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 September 30, 2021 and December 31, 2020		340			340
Additional paid-in capital		-			-
Accumulated deficit		(18,584,261	)		(21,384,878	)
Total Stockholders' Equity		(18,583,921	)		(21,384,538	)
Total Liabilities and Stockholders' Equity	$	139,902,815		$	140,241,606

	*For the Three Months Ended September 30, 2021*			*For the period from August 25, 2020 (inception) through September 30, 2020*			*For the Nine Months Ended September 30, 2021*			*For the period from August 25, 2020 (inception) through September 30, 2020*

Professional fees and other expenses	$	(823,735	)	$	-		$	(1,074,639	)	$	-
State franchise taxes, other than income tax		(21,803	)		-			(150,000	)		-
General and administrative costs		(204,406	)		(2,178	)		(352,029	)		(2,178	)
Change in fair value of warrant liability		(2,177,885	)		-			4,355,766			-
Net (loss) income from operations		(3,227,829	)		(2,178	)		2,779,098			(2,178	)
Other income - interest and dividend income		9,500			-			23,387			-
Unrealized gain (loss) on marketable securities held in Trust		1,812			-			(1,868	)		-
Income (loss) before income taxes		(3,216,517	)		(2,178	)		2,800,617			(2,178	)
Income tax (provision) benefit		-			-			-			-
Net (loss) income attributable to common shares	$	(3,216,517	)	$	(2,178	)	$	2,800,617		$	(2,178	)

Net (loss) income per common share:
Class A Common Stock - basic and diluted	$	(0.19	)	$	(0.00	)	$	0.16		$	(0.00	)
Class B Common Stock - basic and diluted	$	(0.19	)	$	(0.00	)	$	0.16		$	(0.00	)

	*Common Stock*
	*Class A*				*Class B*
		*Shares*		*Amount*		*Shares*		*Amount*		*Additional Paid-In Capital*		*Accumulated Deficit*			*Total Stockholders' Equity*
Balance – August 25, 2020 (inception)		-	$	-		-	$	-	$	-	$	-		$	-
Issuance of Class B common stock to Sponsor		-		-		3,593,750		359		24,641		-			25,000
Net loss		-		-		-		-		-		(2,178	)		(2,178	)
Balance – September 30, 2020		-	$	-		3,593,750	$	359	$	24,641	$	(2,178	)	$	22,822


Balance – December 31, 2020		-	$	-		3,399,724	$	340	$	-	$	(21,384,878	)	$	(21,384,538	)
Net income (loss)		-		-		-		-		-		4,430,213			4,430,213
Balance – March 31, 2021		-	$	-		3,399,724	$	340	$	-	$	(16,954,665	)	$	(16,954,325	)
Net income (loss)		-		-		-		-		-		1,586,921			1,586,921
Balance – June 30, 2021		-	$	-		3,399,724	$	340	$	-	$	(15,367,744	)	$	(15,367,404	)
Net income (loss)		-		-		-		-		-		(3,216,517	)		(3,216,517	)
Balance – September 30, 2021		-	$	-		3,399,724	$	340	$	-	$	(18,584,261	)	$	(18,583,921	)


		*For the nine months ended September 30, 2021*			*For the period from August 25, 2020 (inception) through September 30, 2020*

Cash Flows from Operating Activities:
Net Income (Loss)	$	2,800,617		$	(2,178	)
Adjustments to reconcile net income to net cash used in operating activities:
Unrealized gain (loss) on marketable securities held in Trust		1,868			-
Issuance costs related to warrant liability		-			-
Change in fair value of warrant liability		(4,355,766	)		-
Changes in operating assets and liabilities:
Prepaid expenses		108,145			-
Accounts payable and accrued expenses		216,359			-
Net cash used in operating activities		(1,228,777	)		(2,178	)

Cash Flows from Investing Activities:
Proceeds from sales of investments		901,737,862			-
Purchase of investments		(901,766,261	)		-
Net cash used in investing activities		(28,399	)		-

Cash Flows from Financing Activities:
Proceeds from issuance of Class A common stock, gross		-			-
Proceeds from issuance of Class B common stock to Sponsor		-			25,000
Proceeds from issuance of Private Placement Warrants		-			-
Proceeds from Note Payable to Sponsor		1,000,000			150,000
Deferred offering costs paid		-			(145,242	)
Net cash provided by financing activities		1,000,000			29,758

Net (decrease) increase in cash		(257,176	)		27,580

Cash – beginning of the period		1,122,194			-
Cash – end of the period	$	865,018		$	27,580

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

	*For the Three Months Ended*						*For the Nine Months Ended*
	*September 30, 2021*						*September 30, 2021*
	*Class A*			*Class B*			*Class A*		*Class B*
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income	$	(2,573,214	)	$	(643,303	)	$	2,240,494	$	560,123

Denominator:
Weighted-average shares outstanding		13,598,898			3,399,724			13,598,898		3,399,724

Basic and diluted net (loss) income per share	$	(0.19	)	$	(0.19	)	$	0.16	$	0.16

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.

2.1 (*)	Equity Purchase Agreement dated August 1, 2021

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.

10.17 (*)	Sponsor Voting and Support Agreement dated August 1, 2021

10.18 (#)	$1,000,000 Promissory Note dated September 27, 2021

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