x
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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or
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o
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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ALYST
ACQUISITION CORP.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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20-5385199
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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233
East 69th
Street #6J, New York, New York 10021
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(Address
of Principal Executive
Offices) (Zip
Code)
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(646)
290-6104
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(Registrant’s
Telephone Number, Including Area Code)
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N/A
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Former
Name, Former Address and Former Fiscal year, if Changed Since Last
Report
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As
of February 10, 2009, 9,794,400 shares of the registrants’ common stock
par value $0.0001 per share were
outstanding.
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Pages
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Part I. Financial Information | |||
Item
1.
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Financial
Statements
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Condensed
Consolidated Balance Sheets at December 31, 2008 (Unaudited) and June 30,
2008
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3
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Condensed
Consolidated Statements of Operations (Unaudited) for the three and
six
months
ended December 31, 2008 and 2007, and for the period from
August
16, 2006 (inception) through December 31, 2008
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4
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Condensed
Consolidated Statements of Changes in Stockholders’ Equity
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(Unaudited)
for the period from August 16, 2006 (inception) through
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December
31, 2008
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5
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Condensed
Consolidated Statements of Cash Flows (Unaudited) for the
six
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months
ended December 31, 2008 and 2007, and for the period from
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August
16, 2006 (inception) through December 31, 2008
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6
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Notes
to Unaudited Condensed Consolidated Financial Statements
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7-9
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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10-11
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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12
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Item
4T.
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Controls
and Procedures
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12
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Part II. Other Information | |||
Item
1.
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Legal
Proceedings
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13
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Item
1A.
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Risk
Factors
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13
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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13
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Item
3.
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Defaults
Upon Senior Securities
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13
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Item
4.
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Submissions
of Matters to a Vote of Security Holders
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13
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Item
5.
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Other
Information
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13
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Item
6.
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Exhibits
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13
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Signature
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14
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·
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Ability to complete our
initial business
combination;
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·
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Success in retaining or
recruiting, or changes required in, our officers, key employees or
directors following our initial business
combination;
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·
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Officers and directors
allocating their time to other businesses and potentially having conflicts
of interest with our business or in approving our initial business
combination,as a
result of which they would then receive expense
reimbursements;
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·
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Potential ability to obtain
additional financing to complete our initial business
combination;
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·
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Limited pool of prospective
target businesses;
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·
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The ability of our officers
and directors to generate a number of potential investment
opportunities;
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·
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Potential change in control if
we acquire one or more target businesses for
stock;
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·
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Our public securities’
potential liquidity and
trading;
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·
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The delisting of our
securities from the New York Stock Exchange Alternext or the ability to
have our securities listed on the New York Stock Exchange Alternext
following our initial business
combination;
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·
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Use of proceeds not held in
the trust account or available to us from interest and dividend income on
the trust account balance;
or
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·
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Financial
performance.
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December 31, 2008
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June 30, 2008
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Unaudited
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ASSETS
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Current
assets
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Cash
and cash equivalents
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$ | 844,624 | $ | 419,058 | ||||
Cash
held in trust account, interest and dividends available
for working capital and taxes (including
prepaid income taxes of $193,741 and
$256,481 as of December 31, 2008 and June
30, 2008, respectively)
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239,034 | 749,337 | ||||||
Prepaid
expenses
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— | 43,476 | ||||||
Total
current assets
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1,083,658 | 1,211,871 | ||||||
Trust
account, restricted
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Cash
held in trust account, restricted
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63,183,711 | 63,154,286 | ||||||
Other
assets
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Deferred
acquisition costs
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730,336 | 472,752 | ||||||
Total
assets
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$ | 64,997,705 | $ | 64,838,909 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
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Current
liabilities
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Accounts
payable and accrued expenses
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$ | 519,871 | $ | 459,025 | ||||
Common
stock subject to possible conversion, 2,413,319 shares at conversion
value
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18,955,104 | 18,946,276 | ||||||
Commitments
and contingencies
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||||||||
Stockholders’
equity
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Preferred
stock, $.0001 par value, authorized 1,000,000 shares; none issued or
outstanding
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— | — | ||||||
Common
stock, $.0001 par value, authorized 30,000,000 shares; issued and
outstanding 9,794,400 shares (less 2,413,319 shares subject to possible
conversion)
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738 | 738 | ||||||
Additional
paid-in capital
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44,271,422 | 44,280,250 | ||||||
Income
accumulated during the development stage
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1,250,570 | 1,152,620 | ||||||
Total
stockholders’ equity
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45,522,730 | 45,433,608 | ||||||
Total
liabilities and stockholders’ equity
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$ | 64,997,705 | $ | 64,838,909 |
For the
three months
ended
December 31,
2008
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For the
three months
ended
December 31,
2007
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For the
six months
ended
December 31,
2008
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For the
six months
ended
December 31,
2007
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For the period
from
August 16, 2006
(inception)
through
December 31,
2008
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Revenue
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$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Formation
and operating costs
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103,891 | 41,599 | 239,444 | 82,413 | 563,295 | |||||||||||||||
Loss
from operations
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(103,891 | ) | (41,599 | ) | (239,444 | ) | (82,413 | ) | (563,295 | ) | ||||||||||
Interest
and dividend income
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133,697 | 744,043 | 481,217 | 1,505,931 | 2,909,686 | |||||||||||||||
Income
before provision for income taxes
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29,806 | 702,444 | 241,773 | 1,423,518 | 2,346,391 | |||||||||||||||
Provision
for income taxes
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47,802 | 530,000 | 143,823 | 790,875 | 1,095,821 | |||||||||||||||
Net
income (loss)
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$ | (17,996 | ) | $ | 172,444 | $ | 97,950 | $ | 632,643 | $ | 1,250,570 | |||||||||
Accretion
of trust income relating to common stock subject to possible
conversion
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(8,828 | ) | — | (8,828 | ) | — | (8,828 | ) | ||||||||||||
Net
income (loss) attributable to common stockholders
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$ | (26,824 | ) | $ | 172,444 | $ | 89,122 | $ | 632,643 | $ | 1,241,742 | |||||||||
Weighted
average number of common shares outstanding excluding shares subject to
possible conversion-basic and diluted
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7,381,081 | 7,318,884 | 7,381,081 | 7,259,452 | ||||||||||||||||
Basic
and diluted net income per share
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$ | (.00 | ) | $ | 0.02 | $ | .01 | $ | 0.09 |
Common Stock
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Additional paid-
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Income
(deficit)
accumulated
during
the
development
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Total
stockholders’
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Shares
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Amount
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in
capital
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Stage
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equity
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Balance
at August 16, 2006 (inception)
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— | $ | — | $ | — | $ | — | $ | — | |||||||||||
Common
shares issued at inception at $0.014 per share
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1,750,000 | 175 | 24,825 | — | 25,000 | |||||||||||||||
Net
loss from August 16, 2006 (inception) through June 30,
2007
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— | — | — | (3,916 | ) | (3,916 | ) | |||||||||||||
Balance
at June 30, 2007
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1,750,000 | 175 | 24,825 | (3,916 | ) | 21,084 | ||||||||||||||
Sale
of 8,044,400 units, net of underwriters’ discount and offering expenses of
$2,973,036 (includes 2,413,319 shares subject to possible
conversion)
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8,044,400 | 804 | 61,381,360 | — | 61,382,164 | |||||||||||||||
Proceeds
subject to possible conversion of 2,413,319 shares
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— | (241 | ) | (18,946,035 | ) | — | (18,946,276 | ) | ||||||||||||
Proceeds
from issuance of insiders’ warrants
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— | — | 1,820,000 | — | 1,820,000 | |||||||||||||||
Proceeds
from issuance of underwriters’ purchase option
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— | — | 100 | — | 100 | |||||||||||||||
Net
income for the year ended June 30, 2008
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— | — | — | 1,156,536 | 1,156,536 | |||||||||||||||
Balance
at June 30, 2008
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9,794,400 | 738 | 44,280,250 | 1,152,620 | 45,433,608 | |||||||||||||||
Accretion
of trust income relating to common stock subject to possible
conversion
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— | — | (8,828 | ) | — | (8,828 | ) | |||||||||||||
Net
income for the six months ended December 31, 2008
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— | — | — | 97,950 | 97,950 | |||||||||||||||
Balance
at December 31, 2008 (unaudited)
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9,794,400 | $ | 738 | $ | 44,271,422 | $ | 1,250,570 | $ | 45,522,730 |
For the six months
ended
December 31, 2008
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For the six months
ended
December 31, 2007
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For the period from
August 16, 2006
(inception) through
December 31, 2008
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Cash
flows from operating activities
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Net
income
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$ | 97,950 | $ | 632,643 | $ | 1,250,570 | ||||||
Adjustment
to reconcile net income to net cash provided by operating
activities:
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Change
in operating assets and liabilities:
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Prepaid
expenses
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43,476 | (59,617 | ) | — | ||||||||
Accounts
payable and accrued expenses
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60,846 | 15,704 | 519,871 | |||||||||
Net
cash provided by operating activities
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202,272 | 588,730 | 1,770,441 | |||||||||
Cash
flows from investing activities
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Trust
account, restricted
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(29,425 | ) | (63,154,286 | ) | (63,183,711 | ) | ||||||
Cash
held in trust account, interest and dividends available for working
capital and taxes
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510,303 | (487,859 | ) | (239,034 | ) | |||||||
Deferred
acquisition costs
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(257,584 | ) | — | (730,336 | ) | |||||||
Net
cash provided by (used in) investing activities
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223,294 | (63,642,145 | ) | (64,153,081 | ) | |||||||
Cash
flows from financing activities
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Proceeds
from issuance of common stock to initial stockholders
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— | — | 25,000 | |||||||||
Proceeds
from notes payable to stockholders
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— | — | 150,000 | |||||||||
Gross
proceeds from initial public offering
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— | 64,355,200 | 64,355,200 | |||||||||
Proceeds
from issuance of insiders’ warrants
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— | 1,820,000 | 1,820,000 | |||||||||
Proceeds
from issuance of underwriters’ purchase option
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— | 100 | 100 | |||||||||
Payment
of notes payable to stockholders
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— | (150,000 | ) | (150,000 | ) | |||||||
Payment
of offering costs
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— | (2,865,439 | ) | (2,973,036 | ) | |||||||
Net
cash provided by financing activities
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— | 63,159,861 | 63,227,264 | |||||||||
Net
increase in cash
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425,566 | 106,446 | 844,624 | |||||||||
Cash
at beginning of period
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419,058 | 65,487 | — | |||||||||
Cash
at end of period
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$ | 844,624 | $ | 171,933 | $ | 844,624 | ||||||
Cash
paid during period for:
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Income
taxes
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$ | 67,800 | $ | 790,000 | $ | 1,291,112 |
NOTE
1.
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INTERIM
FINANCIAL INFORMATION, ORGANIZATION, BUSINESS OPERATIONS, SIGNIFICANT
ACCOUNTING POLICIES AND GOING
CONCERN
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NOTE
1.
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INTERIM
FINANCIAL INFORMATION, ORGANIZATION, BUSINESS OPERATIONS, SIGNIFICANT
ACCOUNTING POLICIES AND GOING CONCERN
(CONTINUED)
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NOTE 2.
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POTENTIAL
ACQUISITION
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NOTE 2.
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POTENTIAL ACQUISITION
(CONTINUED)
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NOTE
3.
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COMMITMENTS
AND CONTINGENCIES
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NOTE
4.
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SUBSEQUENT
EVENTS
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ALYST
ACQUISITION CORP.
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Dated:
February 12, 2009
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By:
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s/s William Weksel
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Dr.
William Weksel
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Chief
Executive Officer
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(Principal
Executive Officer)
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Dated:
February 12, 2009
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By:
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s/s Michael Weksel
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Michael
Weksel
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Chief
Operating Officer and
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Chief
Financial Officer
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(Principal
Financial and Accounting
Officer)
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