References to the "Company," "our," "us" or "we" refer to SportsTek Acquisition
Corp. The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the
unaudited condensed financial statements and the notes thereto contained
elsewhere in this report. Certain information contained in the discussion and
analysis set forth below includes forward-looking statements that involve risks
and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). We have based these forward-looking statements on our current
expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions
about us that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "continue," or the negative of such
terms or other similar expressions. Such statements include, but are not limited
to, possible business combinations and the financing thereof, and related
matters, as well as all other statements other than statements of historical
fact included in this Form 10-Q. Factors that might cause or contribute to such
a discrepancy include, but are not limited to, those described in our other
Securities and Exchange Commission ("SEC") filings.
Overview
We are a blank check company incorporated in Delaware on December 7, 2020 for
the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more
businesses (the "Business Combination"). Our sponsor is JTJT Partners LLC, a
Delaware limited liability company.
The registration statement for our IPO was declared effective on February 16,
2021. On February 19, 2021, we consummated the IPO of 17,250,000 units
(including 2,250,000 units issued to the Underwriters pursuant to the exercise
in full of the over-allotment option granted to the Underwriters) ("Units" and,
with respect to the Class A common stock included in the Units being offered,
the "Public Shares"), at $10.00 per Unit, generating gross proceeds of $172.5
million, and incurring offering costs of approximately $10.3 million, inclusive
of approximately $6.0 million in deferred underwriting commissions.
Simultaneously with the closing of the IPO, we consummated the private placement
("Private Placement") of 5,950,000 warrants at a price of $1.00 per warrant
("Private Placement Warrants" and, together with the warrants included in the
Units, the "Warrants") to the Sponsor, generating gross proceeds of
approximately $5.95 million.
Upon the closing of the IPO and the Private Placement on February 19, 2021,
$172.5 million ($10.00 per Unit) of the net proceeds of the sale of the Units in
the IPO and the Private Placement were placed in a trust account ("Trust
Account") located in the United States with Continental Stock Transfer & Trust
Company acting as trustee, and invested only in U.S. "government securities,"
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as
amended (the "Investment Company Act"), having a maturity of 185 days or less or
in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act, which invest only in direct U.S. government
treasury obligations, as determined by the Company, until the earlier of: (i)
the completion of a Business Combination and (ii) the distribution of the Trust
Account as described below.
If we have not completed a Business Combination within 24 months from the
closing of the IPO, we will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten
business days thereafter, redeem the Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account and
not previously released to us to pay its taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Public
Shares, which redemption will completely extinguish Public Stockholders' rights
as stockholders (including the right to receive further liquidating
distributions, if any), and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and our
board of directors, liquidate and dissolve, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.
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Metavisio LOI
On September 9, 2022, the Company entered into a non-binding letter of intent
("LOI") with Metavisio (d/b/a Thomson Computing) ("Metavisio"), a French company
specializing in building, marketing, and selling laptops, whose securities are
listed on Euronext Growth in Paris, with respect to a proposed business
combination transaction (the "Proposed Transaction"). The Proposed Transaction
is based on an enterprise value of Metavisio of USD 140 million to USD 160
million; however, such valuation is subject to due diligence by the Company of
Metavisio. The non-binding letter of intent provides for an exclusivity period
for due diligence and the negotiation of a definitive agreement, which period
expires on November 9, 2022. On November 9, 2022, the Company elected to extend
the exclusivity period of the agreement to December 9, 2022. A binding
commitment with respect to the Proposed Transaction by the Company will only
result from the execution of a definitive agreement and then only upon the terms
and conditions set forth in the definitive agreement. There can be no assurance
that the Company and Metavisio will enter into a definitive agreement with
respect to the Proposed Transaction, or, if entered into, there is no certainty
of the terms that will be contained in such definitive agreement.
Results of Operations
For the three months ended September 30, 2022, we had net income of $537,372,
which included interest earned on investments held in trust of $901,260, and a
loss from operations of $222,649 and income tax provision of $141,239.
For the three months ended September 30, 2021, we had a net loss of $2,359,249,
which included a loss from the change in fair value of warrant liabilities of
$2,112,181 and a loss from operations of $252,818, offset by interest earned on
investments held in trust of $5,750.
For the nine months ended September 30, 2022, we had net income of $8,246,601,
which included a gain from the change in fair value of warrant liabilities of
$8,214,348, interest earned on investments held in trust of $980,928, and a loss
from operations of $807,436 and income tax provision of $141,239.
For the nine months ended September 30, 2021, we had a net income of $82,141,
which included a gain from the change in fair value of warrant liabilities of
$1,992,805, interest earned on investment held in trust of $17,299, offset by a
loss from operations of $1,321,588, and offering costs allocated to warrants of
$606,375.
Our business activities from inception to September 30, 2022 consisted primarily
of our formation and completing our IPO, and since the offering, our activity
has been limited to identifying and evaluating prospective acquisition targets
for a Business Combination.
Liquidity and Capital Resources
As of September 30, 2022, the Company had $260,008 in its operating bank
account, and a working capital deficit of $784,007.
The Company's liquidity needs up to February 19, 2021 were satisfied through a
capital contribution from the Sponsor of $25,000 for the Founder Shares and the
loan under an unsecured promissory note from the Sponsor of $176,000. The
promissory note from the Sponsor was paid in full as of February 22, 2021.
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In order to fund working capital deficiencies or finance transaction costs in
connection with a business combination, our sponsors or an affiliate of our
sponsors or certain of our officers and directors may, but are not obligated to,
loan us funds as may be required ("Working Capital Loans"). Such Working Capital
Loans would be evidenced by promissory notes. If we complete a business
combination, we may repay the notes out of the proceeds of the Trust Account
released to us. In the event that a business combination does not close, we may
use a portion of the working capital held outside the Trust Account to repay the
notes, but no proceeds from our Trust Account would be used for such repayment.
On March 16, 2022, we issued a promissory note in the principal amount of up to
$1,000,000 to the sponsor. The note is non-interest bearing and payable upon the
consummation of a business combination or may be convertible into warrants of
the post-business combination entity at the option of the sponsor at a price of
$1.00 per warrant. The warrants would be identical to the private placement
warrants. As of September 30, 2022, we had borrowed $200,000 under such
promissory note.
If the Company does not consummate an initial business combination by February
19, 2023, there will be a mandatory liquidation and subsequent dissolution of
the Company. Management has determined that this mandatory liquidation, should
an initial business combination not occur, and potential subsequent dissolution
raises substantial doubt about the Company's ability to continue as a going
concern.
Contractual Obligations
As of September 30, 2022, we do not have any long-term debt obligations, capital
lease obligations, operating lease obligations, purchase obligations or
long-term liabilities.
Critical Accounting Policies
This management's discussion and analysis of our financial condition and results
of operations is based on our unaudited condensed financial statements, which
have been prepared in accordance with U.S. GAAP. The preparation of these
unaudited condensed financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses and the disclosure of contingent assets and liabilities in our
unaudited condensed financial statements. On an ongoing basis, we evaluate our
estimates and judgments, including those related to fair value of financial
instruments and accrued expenses. We base our estimates on historical
experience, known trends and events and various other factors that we believe to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
Warrant Liabilities
We evaluated the Public Warrants and Private Placement Warrants (collectively,
"Warrants") in accordance with ASC 815-40, "Derivatives and Hedging - Contracts
in Entity's Own Equity" and concluded that a provision in the Warrant Agreement
related to certain tender or exchange offers precludes the Warrants from being
accounted for as components of equity. As the Warrants meet the definition of a
derivative as contemplated in ASC 815, the Warrants are recorded as derivative
liabilities on the Condensed Balance Sheet and measured at fair value at
inception (on the date of the IPO) and at each reporting date in accordance with
ASC 820, "Fair Value Measurement", with changes in fair value recognized in the
Condensed Statements of Operations in the period of change.
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of the ASC 340-10-S99-1. Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred
through the Initial Public Offering that were directly related to the Initial
Public Offering. Offering costs are allocated to the separable financial
instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with
warrant liabilities are expensed as incurred and are presented as non-operating
expenses in the statement of operations. Offering costs associated with the
Class A common stock were charged to temporary equity upon the completion of the
Initial Public Offering.
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Common Stock Subject to Possible Redemption
All of the 17,250,000 Class A Common Stock sold as part of the Units in the
Public Offering contain a redemption feature which allows for the redemption of
such public shares in connection with the Company's liquidation, if there is a
stockholder vote or tender offer in connection with the Business Combination and
in connection with certain amendments to the Company's second amended and
restated certificate of incorporation. In accordance with SEC and its staff's
guidance on redeemable equity instruments, which has been codified in ASC
480-10-S99, redemption provisions not solely within the control of the Company
require common stock subject to redemption to be classified outside of permanent
equity. Ordinary liquidation events, which involve the redemption and
liquidation of all of the entity's equity instruments, are excluded from the
provisions of ASC 480. Accordingly, at September 30, 2022 and December 31,
2021, all shares of Class A common stock subject to possible redemption is
presented as temporary equity, outside of the stockholders' deficit section of
the Company's condensed balance sheets, respectively.
The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of redeemable common stock to equal the redemption
value at the end of each reporting period. Increases or decreases in the
carrying amount of redeemable common stock are affected by charges against
additional paid in capital and accumulated deficit.
Net Income (Loss) Per Common Share
The Company has two classes of shares, Class A Common Stock and Class B Common
Stock. Earnings and losses are shared pro rata between the two classes of
shares. The Company has not considered the effect of the warrants sold in the
Initial Public Offering and the Private Placement to purchase an aggregate of
14,575,000 of the Company's Class A common stock in the calculation of diluted
income (loss) per share, since they are not yet exercisable. As a result,
diluted net income (loss) per common share is the same as basic net income
(loss) per common share for the periods.
Recent Accounting Pronouncements
Our management does not believe that any recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying unaudited condensed financial statements.
Off-Balance Sheet Arrangements
As of September 30, 2022, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K.
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SPORTSTEK ACQUISITION CORP. 
