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 June 30, 2022

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

For the transition period from to

Commission File Number:

7 Acquisition Corporation

(Exact name of registrant as specified in its charter)


Cayman Islands	001-41020	98-1587317
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

750 East Main Street, Suite 600

Stamford, Connecticut 06902

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (203) 869-4400

Not Applicable

(Former name or former address, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant	SVNAU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the Units	SVNA	The Nasdaq Stock Market LLC
Warrants, included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SVNAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 18 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 18 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.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	⌧ Smaller reporting company
	⌧ Emerging growth company

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 August 12, 2022, there were 23,000,000 Class A ordinary shares, $0.0001 par value per share, and 5,750,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

Table of Contents

7 ACQUISITION CORPORATION

Quarterly Report on Form 10-Q

Table of Contents


		Page No.
PART I – FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 (audited)	1

	Condensed Statements of Operations for the three and six months ended June 30, 2022, the three months ended June 30, 2021 and for the period from March 4, 2021 (inception) through June 30, 2021 (unaudited)	2

	Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the three and six months ended June 30, 2022 and for the period from March 4, 2021 (inception) through June 30, 2021(unaudited)	3

	Condensed Statements of Cash Flows for the six months ended June 30, 2022 and for the period from March 4, 2021 (inception) through June 30, 2021(unaudited)	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

SIGNATURES		28

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Item 1. Condensed Financial Statements

7 ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(unaudited)		(audited)
ASSETS
Current assets
Cash	$	427,626	$	660,773
Prepaid expenses – current		393,750		376,884
Total Current Assets		821,376		1,037,657
Non-current assets
Cash and marketable securities held in Trust Account		234,955,228		234,602,881
Prepaid expenses – non-current		125,247		307,247
Total Non-current Assets		235,080,475		234,910,128
Total Assets	$	235,901,851	$	235,947,785

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$	337,529	$	90,911
Promissory note – related party		—		16,790
Total Current Liabilities		337,529		107,701
Non-Current liabilities
Warrant Liability		3,697,000		13,878,000
Deferred underwriter fee payable		8,050,000		8,050,000
Total Non-current Liabilities		11,747,000		21,928,000
Total Liabilities		12,084,529		22,035,701

Commitments and Contingencies (Note 8)
Class A ordinary shares subject to possible redemption; $0.0001 par value; 500,000,000 shares authorized; 23,000,000 shares issued and outstanding at redemption value of $10.20 per share		234,955,228		234,602,881

Shareholders’ Equity (Deficit)
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized; 5,750,000 shares issued and outstanding		575		575
Additional paid-in capital		—		—
Accumulated deficit		(11,138,481)		(20,691,372)
Total Shareholders’ Equity (Deficit)		(11,137,906)		(20,690,797)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	235,901,851	$	235,947,785

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

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7 ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


							For the
							Period From
							March 4, 2021
							(Inception)
	Three Months Ended		Six Months Ended		Three Months Ended		Through
	June 30,		June 30,		June 30,		June 30,
	2022		2022		2021		2021
Formation and operating costs	$	294,245	$	628,316	$	—	$	6,000
Loss from operations		(294,245)		(628,316)		—		(6,000)

Other income:
Change in fair value of warrant liability		3,234,000		10,181,000		—		—
Unrealized gain on marketable securities held in Trust Account		333,200		352,347		—		—
Interest income on checking account		207		207		—		—
Other income		3,567,407		10,533,554		—		—
Net income (Loss)	$	3,273,162	$	9,905,238	$	—	$	(6,000)

Basic and diluted weighted average shares outstanding, Class A ordinary shares		23,000,000		23,000,000		—		—

Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.11	$	0.34		—		—

Basic and diluted weighted average shares outstanding, Class B ordinary shares		5,750,000		5,750,000		5,000,000		5,000,000

Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.11	$	0.34		—		(0.00)

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

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7 ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(Unaudited)

For the Three And Six Months Ended June 30, 2022


	Class A
	Ordinary Shares Subject to			Class B			Additional				Total
	Possible Redemption			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2021	23,000,000	$	234,602,881	5,750,000	$	575	$	—	$	(20,691,372)	$	(20,690,797)
Adjustment of Class A ordinary shares to redemption value	—		19,147	—		—		—		(19,147)		(19,147)
Net income	—		—	—		—		—		6,632,076		6,632,076
Balance — March 31, 2022	23,000,000		234,622,028	5,750,000		575		—		(14,078,443)		(14,077,868)
Adjustment of Class A ordinary shares to redemption value	—		333,200	—		—		—		(333,200)		(333,200)
Net income	—		—	—		—		—		3,273,162		3,273,162
Balance — June 30, 2022	23,000,000	$	234,955,228	5,750,000	$	575	$	—	$	(11,138,481)	$	(11,137,906)

For the period from March 4, 2021 (inception) through June 30, 2021


	Class A
	Ordinary Shares Subject to			Class B			Additional				Total
	Possible Redemption			Ordinary Shares			Paid-in		Accumulated		Shareholder’s
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance — March 4, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B Ordinary Shares to Sponsor	—		—	5,750,000		575		24,425		—		25,000
Net loss	—		—	—		—		—		(6,000)		(6,000)
Balance — March 31, 2021	—		—	5,750,000	$	575	$	24,425	$	(6,000)	$	19,000
Net loss	—		—	—		—		—		—		—
Balance — June 30, 2021	—	$	—	5,750,000	$	575	$	24,425	$	(6,000)	$	19,000

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

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7 ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


			For the Period From
	Six Months Ended		March 4, 2021 (Inception)
	June 30, 2022		Through June 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	9,905,238	$	(6,000)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Unrealized gain on marketable securities held in Trust Account		(352,347)		—
Change in fair value of warrant liability		(10,181,000)		—
Changes in operating assets and liabilities:
Prepaid expenses		165,134		—
Accounts payable and accrued expenses		246,618		6,000
Net cash used in operating activities		(216,357)		—

Cash Flows from Financing Activities:
Payment of promissory note		(16,790)		—
Net cash used in financing activities		(16,790)		—

Net Change in Cash		(233,147)		—
Cash – Beginning		660,773		—
Cash – Ending	$	427,626	$	—

Supplemental disclosure of non-cash financing activities:
Adjustment of Class A ordinary shares subject to possible redemption	$	352,347	$	—
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	—	$	25,000

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

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7 ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

Organization and General

7 Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 4, 2021. The Company was incorporated for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) that the Company has not yet identified.

The Company is not limited to a particular industry or geographic location for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Sponsor and Initial Financing

As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Initial Public Offering was declared effective on November 4, 2021. On November 9, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,350,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to 7 Acquisition Holdings, LLC (the “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “Anchor Investors”), generating gross proceeds of $11,350,000, which is described in Note 4.

Transaction costs related to the consummation of the IPO on November 9, 2021 amounted to $

SEC Form 10-Q filed by 7 Acquisition Corporation