10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

☒	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

ABG Acquisition Corp. I

(Exact name of registrant as specified in its charter)


Cayman Islands	001-40072	98-1568635
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)


Ally Bridge Group, NY 430 Park Avenue, 12th Floor		10022
(Address Of Principal Executive Offices)		(Zip Code)

(646)

829-9373

(Registrant’s telephone number, including area code)

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:
Class A Ordinary Shares, $0.0001 par value	ABGI	The Nasdaq Capital Market

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, 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 August 12, 20

22,

15,566,300

Class A ordinary shares, par value $0.0001 per share, and

3,766,250

Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.


		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		1
	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021		2
	Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2022 and 2021		3
	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 31, 2022 and 2021		4
	Notes to Unaudited Condensed Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		20
Item 4.	Controls and Procedures		20
PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		20
Item 1A.	Risk Factors		20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		21
Item 3.	Defaults Upon Senior Securities		21
Item 4.	Mine Safety Disclosures		21
Item 5.	Other Information		21
Item 6.	Exhibits		21


	June 30, 2022			December 31, 2021
	(unaudited)
Assets
Current assets:
Cash	$	196,726		$	510,896
Prepaid expenses		233,837			355,887

Total current assets		430,563			866,783
Investments held in Trust Account		150,764,346			150,657,896

Total Assets	$	151,194,909		$	151,524,679

Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	38,587		$	16,394
Accrued expenses		233,026			180,730

Total current liabilities		271,613			197,124
Deferred underwriting commissions		5,272,750			5,272,750

Total liabilities		5,544,363			5,469,874

Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 15,065,000 shares issued and outstanding at $10.00 per share at redemption value as of June 30, 2022 and December 31, 2021		150,650,000			150,650,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 501,300 shares issued and outstanding (excluding 15,065,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021		50			50
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,766,250 shares issued and outstanding as of June 30, 2022 and December 31, 2021		377			377
Additional paid-in capital		—			—
Accumulated deficit		(4,999,881	)		(4,595,622	)

Total shareholders’ Deficit		(4,999,454	)		(4,595,195	)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	151,194,909		$	151,524,679


	For the three months ended June 30,						For the six months ended June 30,
	2022			2021			2022			2021
General and administrative expenses	$	176,025		$	184,893		$	450,709		$	329,446
General and administrative expenses - related party		30,000			30,000			60,000			50,000

Loss from operations		(206,025	)		(214,893	)		(510,709	)		(379,446	)
Income from investments held in Trust Account		104,224			2,275			106,450			2,448

Net loss	$	(101,801	)	$	(212,618	)	$	(404,259	)	$	(376,998	)

Basic and diluted weighted average shares outstanding of Class A ordinary shares		15,556,300			15,566,300			15,556,300			11,352,219

Basic and diluted net loss per ordinary share, Class A ordinary shares	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)

Basic and diluted weighted average shares outstanding of Class B ordinary shares		3,766,250			3,766,250			3,766,250			3,633,260

Basic and diluted net loss per ordinary share, Class B ordinary shares	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)


	For the three and six months ended June 30, 2022
	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		501,300	$	50		3,766,250	$	377	$	—	$	(4,595,622	)	$	(4,595,195	)
Net loss		—		—		—		—		—		(302,458	)		(302,458	)

Balance - March 31, 2022		501,300		50		3,766,250		377	$	—		(4,898,080	)		(4,897,653	)
Net loss		—		—		—		—		—		(101,801	)		(101,801	)

Balance - June 30, 2022		501,300	$	50		3,766,250	$	377	$	—	$	(4,999,881	)	$	(4,999,454	)


	For the three months ended June 30, 2022						For the six months ended June 30, 2022
	Class A			Class B			Class A			Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(81,969	)	$	(19,832	)	$	(325,504	)	$	(78,755	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		15,566,300			3,766,250			15,566,300			3,766,250

Basic and diluted net loss per ordinary share	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)


	For the three months ended June 30, 2021						For the six months ended June 30, 2021
	Class A			Class B			Class A			Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(171,197	)	$	(41,421	)	$	(285,594	)	$	(91,404	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		15,566,300			3,766,250			11,352,219			3,633,260

Basic and diluted net loss per ordinary share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.03	)


Gross proceeds	$	150,650,000
Less:
Class A ordinary shares issuance costs		(8,865,685	)
Plus:
Accretion of carrying value to redemption value		8,865,685

Class A ordinary shares subject to possible redemption	$	150,650,000


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - Money Market Fund	$	150,764,346	$	—	$	—


Exhibit Number		Description

31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Date File-the cover page XBRL tags are embedded within the Inline XBRL document

*		Filed herewith.

**		Furnished herewith.


	For the six months ended June 30,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(404,259	)	$	(376,998	)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from investments held in Trust Account		(106,450	)		(2,448	)
Changes in operating assets and liabilities:
Prepaid expenses		122,050			(548,920	)
Accounts payable		22,193			8,061
Accrued expenses		97,296			99,350

Net cash used in operating activities		(269,170	)		(820,955	)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		—			(150,650,000	)

Net cash used in investing activities		—			(150,650,000	)

Cash Flows from Financing Activities:
Payment of note payable to related party		—			(100,000	)
Proceeds received from initial public offering, gross		—			150,650,000
Proceeds received from private placement		—			5,013,000
Offering costs paid		(45,000	)		(3,446,711	)

Net cash (used in) provided by financing activities		(45,000	)		152,116,289

Net change in cash		(314,170	)		645,334
Cash - beginning of the period		510,896			58,175

Cash - end of the period	$	196,726		$	703,509

Supplemental disclosure of noncash financing activities:
Offering costs included in accounts payable	$	—		$	34,400
Offering costs included in accrued expenses	$	—		$	70,000
Reversal of offering costs included in accrued expenses in prior year	$	—		$	202,000
Deferred underwriting commissions	$	—		$	5,272,750

SEC Form 10-Q filed by ABG Acquisition Corp. I