SEC Form 10-K Summary
Filing identity: The request identifies Aeluma, Inc., but the provided filing is for Parc Investments, Inc. The filing covers the fiscal year ended December 31, 2020, and reports results from incorporation on August 21, 2020, through December 31, 2020.
Business Context and Reporting Period
Parc Investments was incorporated as a Delaware blank-check and shell company to identify and complete a merger, acquisition, reverse takeover, or similar business combination. It had no operating business, revenues, employees, identified target, letter of intent, or definitive transaction as of the filing date. The company was formed on August 21, 2020, and filed the Form 10-K on March 31, 2021.
Management intends to search broadly for a target without limiting the potential industry, geography, or development stage. The company had no public trading market for its common stock and did not expect one to develop unless a business combination is completed.
Financial Results and Key Metrics
| Metric | Period ended December 31, 2020 |
|---|---|
| Revenue | $0 |
| General and administrative expenses | $32,175 |
| Net loss | $32,175 |
| Basic and diluted loss per share | $0.01 loss per share |
| Cash and total assets | $3,325 |
| Current liabilities | $35,000 |
| Stockholders’ deficit | $31,675 |
| Net cash used in operating activities | $31,700 |
| Net cash provided by financing activities | $35,025 |
The company’s only asset was cash. It had no operating cash flow, no revenue-generating activities, and no material off-balance-sheet arrangements. The company reported negative working capital of approximately $31,675.
The $35,000 current liability represented a promissory note payable to stockholder and director Mark Tompkins. The note is non-interest-bearing unless an event of default occurs, after which interest accrues at 18% annually beginning five days after the default date.
Capitalization and Related-Party Financing
- 5,000,000 shares of common stock were issued and outstanding; 50,000,000 common shares and 10,000,000 preferred shares were authorized.
- Mark Tompkins owned 4,750,000 shares, or 95%, and Ian Jacobs owned 250,000 shares, or 5%; management collectively controlled 100% of the outstanding common stock.
- Tompkins received shares valued at $475 for amounts advanced toward formation costs. Jacobs purchased shares for $25 in cash.
- Management and stockholders indicated an intention to provide additional funding, but no binding funding commitments existed.
- No dividends, equity compensation, or executive compensation were paid.
Material Changes Versus the Prior Comparable Period
No prior comparable annual period exists because the company was incorporated on August 21, 2020. The filing therefore presents inception-to-year-end results rather than year-over-year changes.
Guidance, Outlook, Risks, and Unusual Items
- Management expected approximately $40,000 of additional legal, accounting, audit, and other professional expenses during the next 12 months, excluding costs associated with completing a business combination.
- The auditor and management identified conditions raising substantial doubt about the company’s ability to continue as a going concern, including accumulated losses, negative working capital, limited cash, and reliance on additional financing or a successful business combination.
- There was no specific acquisition timeline, target, milestone schedule, or assurance that additional financing would be available.
- A future business combination would likely involve issuing common stock or other securities and could substantially dilute existing stockholders. Existing stockholders might not retain majority voting control.
- The company faced significant competition from better-funded entities seeking business combination targets and had limited personnel, capital, and due-diligence capabilities.
- Potential conflicts of interest may arise because management is involved with other blank-check companies and because both directors are affiliated with Montrose Capital, which may help identify targets. No specific target or agreement with Montrose Capital existed.
- COVID-19 could impair target-company operations, management meetings, financing activities, due diligence, or the timing and completion of a business combination.
- The company elected emerging-growth-company and smaller-reporting-company accommodations, including the extended transition period for new accounting standards and exemption from auditor attestation of internal controls.
- Management concluded disclosure controls and internal control over financial reporting were effective as of December 31, 2020; no independent auditor attestation of internal controls was required.
Most Important Facts for Investors to Verify
- Verify the issuer’s identity: the supplied filing is for Parc Investments, Inc., not Aeluma, Inc.
- Confirm whether any business combination, target identification, financing, name change, or change in control occurred after March 31, 2021.
- Review the auditor’s going-concern disclosure and the company’s ability to fund approximately $40,000 of expected near-term reporting expenses.
- Assess the terms, repayment conditions, and subsequent advances under the $35,000 related-party promissory note.
- Evaluate prospective dilution, changes in voting control, and issuance of preferred or other securities in any future transaction.
- Review management’s overlapping affiliations with other blank-check companies and Montrose Capital for potential conflicts of interest.
- Confirm the absence of revenue, operating assets, an identified target, and a public trading market at the reporting date.