ysac20201121

10-Q 1 ysac20210331_10q.htm FORM 10-Q ysac20201121_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 March 31, 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 March 31, 2021	1
Unaudited Statement of Operations - Three Months Ended March 31, 2021	2
Unaudited Statement of Changes in Stockholder's Equity - March 31, 2021	3
Unaudited Statement of Cash Flows - Three Months Ended March 31, 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	19
Item 4. Controls and Procedures	19
Part II – Other Information	19
Item 1. Legal Proceedings	19
Item 1A. Risk Factors	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults Upon Senior Securities	20
Item 4. Mine Safety Disclosures	20
Item 5. Other Information	20
Item 6. Exhibits	21
Exhibit Index	21
Signatures	22

	March 31, 2021			December 31, 2020 (As Restated)
Assets:
Current assets:
Cash	$	875,049		$	1,122,194
Investments held in Trust		138,730,613			138,716,226
Prepaid expenses		391,707			403,186
Total Assets		139,997,369			140,241,606

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable and accrued expenses		125,629			153,928
Deferred underwriting fee payable		4,759,615			4,759,615
Total Current Liabilities		4,885,244			4,913,543
Warrants liability		13,357,690			18,003,841
Total Liabilities		18,242,934			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 March 31, 2021 and December 31, 2020		340			340
Additional paid-in capital		-			-
Accumulated deficit		(16,954,665	)		(21,384,878	)
Total Stockholders' Equity		(16,954,325	)		(21,384,538	)
Total Liabilities and Stockholders' Equity	$	139,997,369		$	140,241,606

Professional fees and other expenses	$	(101,234	)
State franchise taxes, other than income tax		(50,000	)
General and administrative costs		(73,569	)
Change in fair value of warrant liability		4,646,151
Net income from operations		4,421,348
Other income - interest and dividend income		11,813
Unrealized loss on marketable securities held in Trust		(2,948	)
Income before income taxes		4,430,213
Income tax (provision) benefit		-
Net income attributable to common shares	$	4,430,213

Net income per common share:
Class A Common Stock - basic and diluted	$	0.26
Class B Common Stock - basic and diluted	$	0.26

	Common Stock								Additional Paid-In Capital		Accumulated Deficit			Total Stockholders' Equity
	Class A				Class B
	Shares		Amount		Shares		Amount
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	)

Cash Flows from Operating Activities:
Net Income	$	4,430,213
Adjustments to reconcile net income to net cash used in operating activities:
Unrealized loss on securities		2,948
Change in fair value of warrant liability		(4,646,151	)
Changes in operating assets and liabilities:
Prepaid expenses		11,479
Accounts payable and accrued expenses		(28,299	)
Net cash used in operating activities		(229,810	)

Cash Flows from Investing Activities:
Proceeds from sales of investments		416,163,343
Purchase of investments		(416,180,678	)
Net cash used in investing activities		(17,335	)

Net decrease in cash		(247,145	)

Cash – beginning of the period		1,122,194
Cash – end of the period	$	875,049

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

	For the Period Ended
	March 31, 2021
	Class A		Class B
Basic and diluted net income per share
Numerator:
Allocation of net income	$	3,544,171	$	886,042

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

Basic and diluted net income per share	$	0.26	$	0.26

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