BRD Beard Energy Transition Acquisition Corp

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, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to           

(713) 446-6259

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 1, 2023, 7,128,354 shares of Class A common stock, par value $0.0001 per share, and 5,751,250 shares of Class V common stock, par value $0.0001 per share, were issued and outstanding.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BEARD ENERGY TRANSITION ACQUISITION CORP. 

CONDENSED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BEARD ENERGY TRANSITION ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BEARD ENERGY TRANSITION ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BEARD ENERGY TRANSITION ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BEARD ENERGY TRANSITION ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BEARD ENERGY TRANSITION ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

BEARD ENERGY TRANSITION ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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BEARD ENERGY TRANSITION ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

BEARD ENERGY TRANSITION ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to the “Company,” “our,” “us” or “we” refer to Beard Energy Transition 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 consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly 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 includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), 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 Quarterly Report. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”) filings. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated on February 8, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our “initial business combination”.

The issuance of additional shares of Class A common stock, Class A Units and Class B Units of Beard Energy Transition Acquisition Holdings LLC (“Opco”) (and corresponding shares of our Class V common stock) or shares of preferred stock:

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

As of September 30, 2023 and December 31, 2022, we held cash of $316,543 and $1,076,578, respectively, current liabilities of $4,668,143 and $1,434,679, respectively, and deferred underwriting compensation of $8,050,000.

Recent Developments

Business Combination

On May 18, 2023, we (as the “Acquiror”) entered into a business combination agreement (the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”) with Suntuity Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“New PubCo”), Beard Merger Sub I Corp., a Delaware corporation and wholly owned subsidiary of New PubCo (“Merger Sub I”), Beard Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of New PubCo (“Merger Sub II”), Suntuity Renewables LLC, a New Jersey limited liability company (“Suntuity”), and solely for the purpose of Section 7.17 and Article X thereof, each of Beard Energy Transition Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor” or the “Sponsor”) and Gregory A. Beard pursuant to which, among other things:

(a) Merger Sub I will merge with and into the Acquiror (the “First Merger”), with the Acquiror surviving the First Merger as a wholly-owned subsidiary of New PubCo, and as a result of which (i) each share of our Class A common stock will be exchanged for one share of Class A common stock of New PubCo (“New PubCo Class A Common Stock”), (ii) each share of our Class V common stock will be cancelled and exchanged for one share of Class V common stock of New PubCo, (iii) each warrant to purchase one share of our Class A common stock will be cancelled and exchanged for one warrant to purchase one share of New PubCo Class A Common Stock (“New PubCo Warrant”), and (iv) each unit of Acquiror, comprised of one share of our Class A common stock and one-half of one warrant will be exchanged for one unit of New PubCo, comprised of one share of New PubCo Class A Common Stock and one-half of one New PubCo Warrant;

(b) in accordance with a certain Opco Unit Contribution Agreement to be entered into by and among New PubCo, Sponsor and Gregory A. Beard, (i) Gregory A. Beard will contribute to New PubCo all of the Class A units of Opco held by him in exchange for an equal number of shares of New PubCo Class A Common Stock, (ii) Sponsor will contribute to New PubCo all of the Class B units of Opco (“Opco Class B Units”) held by it (after giving effect to the forfeiture of a certain number of Class B Units of Opco pursuant to the Sponsor Agreement (as defined below)) in exchange for an equal number of shares of New PubCo Class A Common Stock and (iii) all outstanding shares of Class V common stock of New PubCo, par value $0.0001 par value per share issued in the First Merger will be cancelled for no consideration; and

(c) Merger Sub II will merge with and into Suntuity (the “Suntuity Merger”), with Suntuity surviving the Suntuity Merger as a wholly-owned subsidiary of New PubCo and as a result of which (a) the outstanding limited liability company interests in Suntuity (“Suntuity Interests”) (including Suntuity Interests subject to awards) will be exchanged for an aggregate of (1) 19,000,000 shares of New PubCo Class A Common Stock and (2) a number of New PubCo Warrants equal to the number of Acquiror’s private placement warrants held by Sponsor after giving effect to certain forfeitures contemplated by the Sponsor Agreement and (b) each warrant to purchase Suntuity Interests will be exchanged for a number of shares of New PubCo Class A Common Stock equal to 4.5% of the number of fully diluted shares of New PubCo Class A Common Stock to be outstanding after the Business Combination (giving effect to the forfeitures contemplated by the Sponsor Agreement and excluding shares issued pursuant to certain financings, shares of New PubCo Class A Common Stock underlying New PubCo Warrants and shares of New PubCo Class A Common Stock held by former public stockholders of Acquiror that do not exercise their redemption rights).

No assurances can be made, however, that the Business Combination will be consummated (see Note 1 in the accompanying condensed consolidated financial statements for additional information).

Support Agreement

In connection with the entry into the Business Combination Agreement, Acquiror and the Suntuity Chief Executive Officer (the “Requisite Company Member”), entered into a support agreement, pursuant to which, among other things, the Requisite Company Member agreed to execute and deliver a written consent approving the Business Combination Agreement within two business days after the effectiveness of the registration statement on Form S-4 and to vote in favor of the approval and adoption of the Business Combination Agreement.

Sponsor Agreement

In connection with the entry into the Business Combination Agreement, the Acquiror, Sponsor, OpCo, Mr. Beard, Suntuity and New PubCo entered into a Sponsor Agreement (the “Sponsor Agreement”), pursuant to which, among other things, the Sponsor agreed to (a) engage in certain transactions, including forfeitures, with respect to the OpCo Class B Units and Acquiror Class V Common Stock held by Sponsor or its permitted transferee immediately before the First Merger Effective Time (as defined therein) as further described in the Sponsor Agreement, and (b) engage in certain transactions, including forfeitures, with respect to the Acquiror Warrants (as defined therein) held by Sponsor or its permitted transferee immediately before the First Merger Effective Time as further described in the Sponsor Agreement, and the Sponsor and Mr. Beard agreed to (x) vote to adopt and approve the Business Combination Agreement and the Transactions, and (y) waive certain anti-dilution adjustments.

Lock-up Agreements

In connection with the entry into the Business Combination Agreement, Acquiror, New PubCo and the current members of Suntuity and certain of their affiliates (the “Lock-Up Parties”) entered into a Lock-Up Agreement (each, a “Lock-Up Agreement” and collectively, the “Lock-Up Agreements”), pursuant to which, among other things, the Lock-Up Parties agreed not to transfer their New PubCo Class A Common Stock received in connection with the Transactions until the earlier of (i) one year after the closing, and (ii) subsequent to the closing, if (A) the last reported sale price of the New PubCo Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the closing or (B) New PubCo consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of New PubCo’s stockholders having the right to exchange their shares of New PubCo Class A Common Stock for cash, securities or other property.

Suntuity Reimbursement Agreement

In connection with the Business Combination Agreement, Suntuity agreed to reimburse all expenses incurred in connection with the Business Combination Agreement, whether or not the Business Combination is consummated; provided that, if the Business Combination Agreement is consummated, New PubCo shall pay or cause to be paid (i) the unpaid expenses of the Company incurred in connection with the Business Combination Agreement and (ii) any expenses of the Company or the Sponsor incurred in connection with the Business Combination Agreement, including, for the avoidance of doubt, (a) any Deferred IPO Fees (as defined in the Business Combination Agreement), and (b) any fees, costs and expenses of counsel, accountants or other advisors or service providers.

Amended and Restated Registration Rights Agreement

Concurrently with the closing of the Business Combination Agreement, we will amend and restate our registration rights agreement, dated November 23, 2021, pursuant to which New PubCo will agree that, within twenty (20) business days after the closing, New PubCo will file with the SEC (at New PubCo’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to certain existing holders of our securities and Suntuity (the “Resale Registration Statement”), and New PubCo will use its reasonable best efforts to have the Resale Registration Statement declared effective within sixty (60) business days after the closing. In certain circumstances, the holders can demand New PubCo’s assistance with underwritten offerings and block trades. The holders will be entitled to customary piggyback registration rights.

Citi Fee Waiver

On May 18, 2023, Citigroup Global Markets Inc. (“Citi”), the underwriter for Acquiror’s Public Offering, delivered a letter to us (the “Fee Waiver Letter”), wherein Citi expressly waived all deferred underwriting discounts and commissions owed to them upon, and subject only to, consummation of the Transactions, of $8,050,000, pursuant to the underwriting agreement entered into in connection with the initial public offering.

Initial Extension Amendment Proposal

On May 25, 2023, we held a special meeting of stockholders to vote on, among other things, a proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation to (i) extend the date by which we must consummate a business combination (the “Initial Extension”) from 18 months (or 21 months if we chose to exercise our option to extend the period of time to consummate a business combination by an additional three months if Sponsor, or its affiliates or designees, deposited $2,300,250 into the Trust Account) to 25 months from the closing of our Public Offering (with no extension option) (the “Initial Extension Amendment Proposal”) and (ii) amend and restate the Investment Management Trust Agreement, dated November 23, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, to (a) reflect the Initial Extension and (b) make certain other non-substantive changes to the Trust Agreement. All of the proposals presented at the special meeting of stockholders were approved by our stockholders. As a result of the Initial Extension, the date by which the Company must consummate its business combination is now December 29, 2023.

Further, stockholders holding 15,872,896 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $165.7 million (or approximately $10.44 per share) was removed from the Trust Account to pay such holders. Following such redemptions, the Company has 7,128,354 shares of Class A common stock issued and outstanding and $76,110,991 remained in the Trust Account (i.e. approximately $10.68 per share of the Company’s Class A common stock).

Suntuity Promissory Note

In connection with the Initial Extension Amendment Proposal, Suntuity has agreed to assume Sponsor’s intended obligations to deposit into the Trust Account $160,000 on the thirtieth day of each month (or if such thirtieth day is not a business day, on the business day immediately preceding such thirtieth day, and except in the case of December 2023, when payment shall be made on the twenty-ninth day of the month) beginning on June 30, 2023, in exchange for a non-interest bearing, unsecured promissory note (the “Suntuity Promissory Note”) until the earlier of (a) the consummation of a business combination, (b) 25 months from the closing of our Public Offering, (c) the termination of the Business Combination Agreement in accordance with its terms, or (d) our voluntarily dissolution and liquidation as determined by our board of directors.

In the event that the Business Combination Agreement is terminated, Sponsor intends to enter into a replacement promissory note in connection with the aforementioned obligations. The gross proceeds from the issuance of the Suntuity Promissory Note will be added to the offering proceeds in the Trust Account and will be used to fund the redemption of the public shares and may increase the per share amount available for distribution to such redeeming stockholders. If we consummate a business combination, we will repay the amount loaned under the Suntuity Promissory Note out of the proceeds of the Trust Account released to it. If we do not consummate a business combination by the extended date, we will not repay the amount loaned under the Suntuity Promissory Note until 100% of the public shares have been redeemed and only in connection with the liquidation of the Company to the extent funds are available outside of the Trust Account.

Second Extension

We intend to hold a special meeting of stockholders on November 29, 2023, in which our stockholders will vote on, among other things, whether to amend our Second Amended and Restated Certificate of Incorporation (our “Charter”) to extend the date by which the Company may consummate a business combination from 25 months to 36 months from the closing of the Company’s Public Offering (the “Extended Date”) or such earlier date as determined by our board of directors (the “Second Extension,” and such proposal, the “Second Extension Amendment Proposal”).

If the Second Extension Proposal is approved, such approval will constitute consent for the Company to (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to (a) the number of public shares properly redeemed multiplied by (b) a per-share price equal to (I) the aggregate amount then on deposit in the Trust Account as of two business days prior to such approval, including interest not previously released to the Company to pay taxes (net of taxes payable), divided by (II) the number of then-outstanding public shares and Class A Units of Opco (other than any Class A Units held by the Company); and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. In connection with the redemption of any public shares, a corresponding number of Class A Units of Opco held by us will also be redeemed. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete the Business Combination on or before the Extended Date. Holders of public shares that do not redeem their public shares now, or that redeem their public shares but withdraw such redemption, will retain their redemption rights and their ability to vote on a business combination through the Extended Date (provided that they are a stockholder of record on the record date for a meeting to consider a business combination) if and when submitted to stockholders and if the Second Extension Proposal is approved. The Company intends to hold a separate meeting of stockholders to consider and approve the Business Combination Agreement and to send a proxy statement/prospectus to stockholders as of the record date for a meeting to consider the Business Combination.

If the Second Extension Proposal is approved, OpCo and Suntuity intend to amend the Suntuity Promissory Note, upon which amendment the obligation of Suntuity to make deposits into the Trust Account thereunder shall terminate immediately following the special meeting. If the Second Extension Proposal is approved, neither Suntuity nor any other party intends to deposit additional funds to the Trust Account.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 16, 2023, the Company received notice from the New York Stock Exchange (the “NYSE”) indicating that the Company was deficient in meeting the requirements of Section 303A.07(c) of the NYSE Listed Company Manual because the Company has not established and maintained an internal audit function within the one year period from the Company’s listing on the NYSE. The notice from the NYSE stated that, unless the Company cured the deficiency by August 22, 2023, the Company would be deemed noncompliant. The Company failed to cure the deficiency by August 22, 2023. As of the filing date of the financial statements, the Company has not been delisted. A delisting may adversely affect the Company’s ability to raise funds in the capital markets.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities for the three and nine months ended September 30, 2023 and the three and nine months ended September 30, 2022 were organizational activities, and since the closing of our Public Offering, the search for a prospective initial business combination and entering into the Business Combination Agreement. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on cash and cash equivalents held after our Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as due diligence expenses.

For the three months ended September 30, 2023, we had net income of $635,399, $976,867 of which resulted from interest and dividend income on investments held in the trust account, offset by operation and formation costs of $96,826, franchise tax expense of $50,000, and income tax expense of $194,642.

For the three months ended September 30, 2022, we had net income of $618,585, $1,038,232 of which resulted from interest and dividend income on investments held in the trust account, offset by operating and formation costs of $162,118, franchise tax expense of $50,000, and income tax expense of $207,529.

For the nine months ended September 30, 2023, we had net income of $3,632,913, $5,651,328 of which resulted from interest and dividend income on investments held in the trust account, offset by operating and formation costs of $713,136, franchise tax expense of $150,000, and income tax expense of $1,155,279.

For the nine months ended September 30, 2022, we had net income of $149,012, $1,360,721 of which resulted from interest and dividend income on investments held in trust account, offset by operating and formation costs of $844,561, franchise tax expense of $150,000, and $217,148 of income tax expense.

Liquidity, Capital Resources and Going Concern

On November 29, 2021, we consummated an initial public offering of 23,000,000 units, including 3,000,000 units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds to the Company of $230,000,000. Simultaneously with the consummation of our initial public offering, we completed the private sale of 12,225,000 warrants to our Sponsor at a purchase price of $1.00 per warrant (the “private placement warrants”), generating gross proceeds of $12,225,000. The proceeds from the sale of the private placement warrants were added to the net proceeds from the Public Offering held in a trust account (the “Trust Account”). If we do not complete an initial business combination 25 months from the closing of the Public Offering, the proceeds from the sale of the private placement warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless.

For the nine months ended September 30, 2023, net cash used in operating activities was $3,155,928, which was due to our net income of $3,632,913 and offset by changes in working capital of $1,137,513 and interest and dividend income of $5,651,328.

For the nine months ended September 30, 2022, net cash used in operating activities was $550,115, which was due to our net income of $149,012 and changes in working capital of $661,594, partially offset by interest and dividend income on investments held in trust account of $1,360,721.

For the nine months ended September 30, 2023, net cash provided by investing activities was $167,488,012, which was due to advances from Trust Account for payment to redeeming stockholders of $165,730,694 and $2,397,318 of advances from Trust Account for tax payments, offset in part by payments to Trust Account of $640,000.

There were no cash flows from investing activities September 30, 2022.

For the nine months ended September 30, 2023, net cash used in financing activities of $165,092,119 which was due to payments to redeeming stockholders of $165,730,694, advance to our Sponsor of $1,425, partially offset by proceeds from the Suntuity Promissory Note of $640,000.

For the nine months ended September 30, 2022, net cash provided by financing activities of $22 was comprised of proceeds from an advance from an affiliate of our sponsor of $1,966, offset in part by $1,944 in repayments of the advance from an affiliate of our sponsor.

As of September 30, 2023 and December 31, 2022, we had cash of $316,543 and $1,076,578 held outside the trust account, respectively. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination. 

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination or to finance possible costs in connection with the contribution of an additional amount to be held in the trust account if we extend our time to complete an initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans and up to $2,300,250 of such extension funding loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of September 30, 2023, will not be sufficient to allow the Company to operate until December 29, 2023, the date at which the Company must complete a business combination. While the Company expects to have sufficient access to additional sources of capital under Working Capital Loans (as defined in Note 4), there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available if necessary. Further, if a business combination is not consummated by December 29, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these condensed consolidated financial statements are issued.

On May 18, 2023, the Company, New PubCo, Merger Sub I, Merger Sub II, Suntuity, and Gregory A. Beard entered into the Business Combination Agreement.

Pursuant to the Suntuity Business Combination Agreement, the Company and Suntuity will become wholly-owned subsidiaries of New PubCo through a series of mergers. The Agreement specifically provides:

Each merger will become effective when a certificate of merger is filed with the Secretary of State of Delaware or the Secretary of State of New Jersey, as the case may be. The date and time at which the mergers become effective is defined as the “Effective Time.”

At the Effective Time, each share of Beard Class A Common Stock and Beard Class V Common Stock issued and outstanding immediately prior to the Effective Time being automatically converted into the right to receive one validly issued, fully paid and nonassessable share of New PubCo Class A Common Stock and New PubCo Class V Common Stock, respectively; each issued and outstanding Public Warrant (as defined in Note 5) and Private Warrant (as defined in Note 4) to purchase shares of Class A Common Stock of the Company that is outstanding immediately prior to the Effective Time, will convert automatically into a New PubCo Warrant; each outstanding Beard Unit will automatically be cancelled and exchanged for one New PubCo Unit, whereby each New PubCo Unit will be comprised of one share of New PubCo Class A Common Stock and one-half of one New PubCo Warrant; and; the Sponsor will forfeit up to 3,527,485 shares of New PubCo Common Stock, and forfeit up to an aggregate of up to 12,224,335 private placement warrants and transfer 50% of any warrants not forfeited to the equityholders of Suntuity.

At the Suntuity Merger Effective Time, the Suntuity membership interests (“Company Interests”) issued and outstanding immediately prior to the Suntuity Merger Effective Time will be cancelled and exchanged for (i) a number of shares of New PubCo Class A Common Stock equal to (x) 19,000,000 shares of New PubCo Class A Common Stock (the “Suntuity Consideration Shares”) divided by (y) the sum of the total number of Company Interests, including Company Interests subject to Company Restricted Unit Awards (as defined in the Business Combination Agreement), issued and outstanding immediately prior to the Suntuity Merger Effective Time and (ii) a number of New PubCo Warrants pursuant to the Sponsor Agreement.

Each Company Restricted Unit Award that is outstanding as of immediately prior to the Suntuity Merger Effective Time, shall, effective as of the Suntuity Merger Effective Time, cease to represent a Company Restricted Unit Award and thereafter constitute an award, on the same terms and conditions, with respect to the number of shares of New PubCo Class A Common Stock equal to (x) the Suntuity Consideration Shares divided by (y) the sum of the total number of Company Interest, including Company Interests subject to Company Restricted Unit Awards, issued and outstanding immediately prior to the Suntuity Merger Effective Time.

The aggregate consideration to be paid to the equityholders of Suntuity in the Mergers will consist of 19,000,000 newly issued shares of New PubCo Class A Common Stock.

On May 26, 2023, Suntuity agreed to loan the Company up to $1,120,000 in connection with the extension payments. Beginning on June 30, 2023, and thereafter on the thirtieth day of each month (or if such thirtieth day is not a business day, on the business day immediately preceding such thirtieth day, and except in the case of December 2023, when payment shall be made on the twenty-ninth of the month) until the earliest to occur of: (i) the consummation of the Business Combination; the (ii) date on which the Business Combination Agreement is terminated pursuant to its terms, (iii) December 29, 2023; and (iv) if the Business Combination is not consummated, the date of the liquidation of the Trust Account, as determined in the sole discretion of our board of directors, Suntuity shall advance directly to the Trust Account $160,000. The outstanding balance under the Promissory Note of as of the date of this filing amounted to an aggregate of $800,000. As of September 30, 2023, the outstanding balance under the Promissory Note amounted to an aggregate of $640,000.

In connection with the Business Combination Agreement dated May 18, 2023, Suntuity agreed to reimburse all expenses incurred in connection with the Business Combination Agreement, whether or not the Business Combination is consummated; Suntuity shall pay or cause to be paid (i) the unpaid expenses of the Company incurred in connection with the Business Combination Agreement and (ii) any expenses of the Company or the Sponsor incurred in connection with the Business Combination Agreement; including, for the avoidance of doubt, (a) any Deferred IPO Fees, and (b) any fees, costs and expenses of counsel, accountants or other advisors or service providers.

Management plans to address the going concern uncertainty through a Business Combination as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the Combination Period (as defined in Note 1 in the accompanying condensed consolidated financial statements). The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The Company received the notice of noncompliance from the New York Stock Exchange on August 16, 2023, as noted in Note 1 under the section “Liquidity, Capital Resources, and Going Concern”. A delisting may adversely affect the Company’s ability to raise funds in the capital markets.

Related Party Transactions

Administrative Support Agreement

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to reimburse an affiliate of the Sponsor a total of up to $25,000 per month for administrative support as may be reasonably required by the Company. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. Pursuant to this administrative support agreement, the Company incurred $50,001 and $150,003 in expenses during the three and nine months ended September 30, 2023. The Company paid $0 and $100,102 in expenses under this agreement during the three and nine months ended September 30, 2023. The Company incurred $50,001 and $150,003 in expenses under this agreement during the three and nine months ended September 30, 2022, respectively. The Company paid $50,001 and $150,003 under this agreement during the three and nine months ended September 30, 2022, respectively. These amounts are included in operation and formation costs on the accompanying condensed consolidated statements of operations.

Our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. For the three and nine months ended September 30, 2023, payments of $205 and $3,995 were paid by certain affiliate employees for operational expenses on behalf of the Company, and $0 and $4,100 was repaid back to the certain affiliate employees, respectively. For the three and nine months ended September 30, 2022, there were no related party advances.

Related Party Loans

In order to finance transaction costs in connection with an intended business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, there was no balance outstanding under the Working Capital Loans.

Private Placement Warrants

Our Sponsor purchased an aggregate of 12,225,000 private placement warrants at a price of $1.00 per warrant or $12,225,000 in the aggregate in a private placement that occurred simultaneously with the closing of our Public Offering. Each private placement warrant is exercisable to purchase for $11.50 one share of our Class A common stock. Our Sponsor is permitted to transfer the private placement warrants held by it to certain permitted transferees, including their officers and directors and other persons or entities affiliated with or related to them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as the Sponsor. Otherwise, these warrants are not, subject to certain limited exceptions, transferable, assignable or saleable until 30 days after the completion of our business combination. The private placement warrants are non-redeemable so long as they are held by our Sponsor or their permitted transferees. The private placement warrants may also be exercised by the Sponsor or their permitted transferees for cash or on a cashless basis. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in our Public Offering, including as to exercise price, exercisability and exercise period.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2023 and December 31, 2022.

Contractual Obligations

Registration and Stockholder Rights Agreement

The holders of the Founder Shares, Sponsor Shares, private placement warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of our Class A common stock issuable upon the exercise of the private placement warrants or exchange of the Founder Shares issued upon exercise of the private placement warrants and warrants that may be issued upon conversion of Working Capital Loans and upon exchange of the founder shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of our Public Offering, requiring us to register such securities for resale (in the case of the Founder Shares, only after the founder shares become exchangeable for the shares of Class A common stock). The holders of these securities, having at least $25 million in the aggregate, are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter purchased 3,000,000 Units to cover over-allotments at the initial public offering price, less the underwriting commissions.

The underwriter was paid a cash underwriting discount of two percent (2%) of the gross proceeds of the initial public offering, or $4,600,000. Additionally, the underwriter will be entitled to a deferred underwriting commission of 3.5%, or $8,050,000, of the gross proceeds of the initial public offering held in the Trust Account upon the completion of our initial business combination subject to the terms of the underwriting agreement. On May 18, 2023, the underwriters agreed to waive its their rights to its portion of the fee payable by the Company for deferred underwriting commissions of $8,050,000 upon, and subject only to, to consummation of the Business Combination with Suntuity. As of September 30, 2023, the conditions required for liability extinguishment have not been met as the liability has not been paid and the Company has not been legally released from being the primary obligor under the underwriting agreement as the waiver relates solely to the Business Combination with Suntuity and this Business Combination was not completed as of September 30, 2023.

Critical Accounting Policies

The preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates:

Warrants

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at fair value at their issuance date and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The warrants sold as part of the units in our Public Offering (“public warrants”) and Private Placement Warrants are equity classified.

Class A common stock subject to redemption

All of the 23,000,000 shares of Class A common stock sold as part of the units in our initial public offering and the 1,250 shares of Class A common stock purchased by an affiliate of our Sponsor on February 9, 2021 contain a redemption feature which allows for the redemption of such shares in connection with our liquidation if there is a stockholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our Charter. 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 shares of 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.

We recognize changes in redemption value as it occurs and adjust the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in accumulated deficit.

Net Income Per Common Share

Net income per common share is computed by dividing net income (loss) by the weighted-average number of shares of Class A common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 23,725,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. The Company previously allocated earnings and losses to Class A common stock and Class V common stock under a methodology that assumed that accretion to redemption value was considered to be a dividend paid to the holders of shares of Class A common stock and that both Class A common stock and Class V common stock participated on a pro rata basis in undistributed earnings and losses. The Company has since determined that shares of Class V common stock do not have contractual participation rights and are not considered participating securities under the two-class method. As such, Class V common stock should not receive allocations of undistributed earnings and losses. refer to Note 2 for the disclosure of the previous and revised calculations of basic and diluted net income per common share of Beard Energy Transaction Acquisition Corp. for the periods presented.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an “emerging growth company,” we are not required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the independent registered public accounting firm’s report providing additional information about the audit and the condensed consolidated financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Internal Control over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risks discussed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 13, 2023 (the “2022 Annual Report”). Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. Except as set forth below, there have been no material changes in the risk factors discussed in Part I, Item 1A “Risk Factors” in the 2022 Annual Report.

Our financial conditions raise substantial doubt about our ability to continue as a “going concern” through one year from the date of the financial statements contained herein if a business combination is not consummated.

As of September 30, 2023, the Company had a working capital deficit of $291,938, including $316,543 in its operating bank account. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of September 30, 2023, will not be sufficient to allow the Company to operate until December 29, 2023, the date at which the Company must complete a business combination. While the Company expects to have sufficient access to additional sources of capital under the Working Capital Loans, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available if necessary. Further, if a business combination is not consummated by December 29, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these condensed financial statements are issued.

Management plans to address this uncertainty through a business combination, although it also believes that our sponsor will provide the Working Capital Loans that will provide sufficient liquidity to meet the Company’s working capital needs through the earlier of the consummation of a business combination and one year from the date of this filing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily include or be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that financing sources will be available to it on commercially acceptable terms or if at all, or that its plans to consummate a business combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

There can be no assurance that the Initial Extension or the Second Extension, if approved, will enable us to consummate a business combination.

On May 25, 2023, we held a special meeting of stockholders in which our stockholders voted on, among other things, the Initial Extension Amendment Proposal. The Initial Extension Amendment Proposal and all other proposals were approved. Further, we are seeking a Second Extension. Even if the Second Extension Amendment Proposal is approved, we can provide no assurances that our initial Business Combination will be consummated prior to the Extended Date, whether under the current definitive agreement or otherwise. Our ability to consummate any Business Combination is dependent on a variety of factors, many of which are beyond our control.

The Company expects to seek stockholder approval of a business combination. Even if a business combination is approved by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate a business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Second Extension and a business combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our shares at favorable prices, or at all.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we instructed the trustee to liquidate the investments held in the Trust Account, effective October 19, 2023, and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation, which may limit the interest income available for payment of taxes and dissolution expenses or for distribution to public stockholders.

The funds in the Trust Account had, since our Public Offering, been invested only in U.S. government treasury obligations with maturities of 185 days or less or in certain money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest solely in U.S. government treasury obligations. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account, effective October 19, 2023, and thereafter to hold all funds in the Trust Account as cash items in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or the liquidation of the Company.

The Company, effective October 19, 2023, converted its investments in the Trust Account into cash, which will remain in the Trust Account. While we maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account, we may receive lower interest on the funds held in such deposit account (as compared to investing such funds in interest-bearing U.S. government securities); however, we cannot assure you that such rate on the deposit account will not decrease or increase significantly. Furthermore, interest previously earned on the funds held in the Trust Account still may be released to pay taxes of the Company and Opco. As a result, holding all funds in the Trust Account in cash items may reduce the dollar amount our public stockholders would receive upon any redemption of the public shares or our liquidation.

The NYSE may delist our securities from trading on its exchange following stockholder redemptions in connection with the Second Extension, which could limit investors’ ability to make transactions in our securities and subject us to additional adverse consequences.

The NYSE will promptly initiate suspension and delisting procedures with respect to a listed acquisition company prior to the consummation of its initial business combination if:

If our Class A common stock fails to meet the NYSE’s continued listing requirements following stockholder redemptions in connection with the special meeting, the NYSE may delist our Class A common stock from trading on its exchange. Additionally, if our Class A common stock fails to meet the NYSE’s continued listing requirements, we expect that our units and warrants will fail to meet the NYSE’s continued listing requirements for those securities. We cannot assure you that any of our Class A common stock, units or warrants will be able to meet any of the NYSE’s continued listing requirements following the special meeting and any related stockholder redemptions of our Class A common stock or continue trading on the NYSE’s exchange.

On August 16, 2023, the NYSE notified us that we were deficient in meeting the requirement of Section 303A.07(c) of the NYSE Listed Company Manual, which requires us, within one year of our initial listing on the NYSE, to establish and maintain an internal audit function. We did not cure this deficiency within the applicable grace period; accordingly the NYSE may be more inclined to initiate proceedings to delist our securities than would otherwise be the case if such deficiency had been cured.

If the NYSE delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under the National Securities Markets Improvement Act of 1996, which is a federal statute that prevents or preempts the states from regulating the sale of certain securities, and we would be subject to regulation in each state in which we offer our securities. Even if we remain listed on the NYSE and our securities continue to qualify as covered securities, the federal statute allows the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Item 2. Recent Sales of Securities; Use of Proceeds from Registered Offerings

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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