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, 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: 001-40967

Arbor Rapha Capital Bioholdings Corp. I

(Exact name of registrant as specified in its charter)

Delaware		86-2427174
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

333 Earle Ovington Blvd Suite 900

Uniondale, NY 11553

(Address of principal executive offices and zip code)

(516) 506-4200

(Registrant’s telephone number, including area code)

N/A

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	ARCKU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	ARCK	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	ARCKW	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 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.


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 November 10, 2022, there were 17,250,000 shares of Class A common stock, par value $0.0001 per share, and 4,312,500 shares of Class B common stock, par value $0.0001 per share, issued and outstanding, respectively.


		Page

PART I – FINANCIAL INFORMATION		1

Item 1.	Interim Financial Statements.	1

	Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1

	Statements of Operations for the Three and Nine Months Ended September 30, 2022 (Unaudited) and for the Three Months Ended September 30, 2021 and the Period from March 4, 2021 (Inception) Through September 30, 2021 (Unaudited)	2

	Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2022 (Unaudited) and for the Three Months Ended September 30, 2021 and for the Period from March 4, 2021 (Inception) Through September 30, 2021 (Unaudited)	3

	Statements of Cash Flows for the Nine Months Ended September 30, 2022 (Unaudited) and for the Period from March 4, 2021 (Inception) through September 30, 2021 (Unaudited)	4

	Notes to the Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	19

Item 4.	Controls and Procedures.	20

PART II – OTHER INFORMATION		21

Item 1.	Legal Proceedings.	21

Item 1A.	Risk Factors.	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	22

Item 3.	Defaults Upon Senior Securities.	22

Item 4.	Mine Safety Disclosures.	22

Item 5.	Other Information.	22

Item 6.	Exhibits.	23

Signatures		24


	September 30, 2022		December 31, 2021
	(unaudited)
ASSETS
Current Assets:
Cash	$	883,612	$	1,344,116
Prepaid expenses		392,500		406,500
Total Current Assets		1,276,112		1,750,616
Prepaid expenses		34,411		324,753
Investments held in Trust Account		177,870,060		176,815,422
Total Assets	$	179,180,583	$	178,890,791
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accrued expenses	$	772,074	$	297,705
Total Current Liabilities		772,074		297,705
Deferred underwriters fee payable		6,037,500		6,037,500
Sponsor loan payable		4,312,500		4,312,500
Total Liabilities		11,122,074		10,647,705
Commitments and contingencies (Note 6)
Class A common stock subject to possible redemption, 17,250,000 shares at redemption value of $10.28 and $10.25 per share		177,398,272		176,812,500
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 80,000,000 shares authorized; none issued and outstanding (excluding 17,250,000 shares subject to possible redemption)		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares issued and outstanding		431		431
Accumulated deficit		(9,340,194)		(8,569,845)
Total Stockholders’ Deficit		(9,339,763)		(8,569,414)
Total Liabilities and Stockholders’ Deficit	$	179,180,583	$	178,890,791


							Period from
							March 4, 2021
	Three Months		Three Months		Nine Months		(inception)
	Ended		Ended		Ended		through
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
General and administrative costs	$	292,237	$	—	$	1,083,504	$	234
Operating loss		(292,237)		—		(1,083,504)		(234)
Other income
Interest income on investments held in Trust Account		798,072		—		1,054,638		—
Total other income		798,072		—		1,054,638		—
Income (loss) before income taxes		505,835		—		(28,866)		—
Income taxes		(155,711)				(155,711)
Net income (loss)	$	350,124	$	—	$	(184,577)	$	(234)
Basic and diluted weighted average shares outstanding, Class A common stock		17,250,000		—		17,250,000		—
Basic and diluted net income (loss) per share, Class A common stock	$	0.02	$	—	$	(0.01)	$	—
Basic and diluted weighted average shares outstanding, Class B common stock⁽¹⁾		4,312,500		4,312,500		4,312,500		4,312,500
Basic and diluted net income (loss) per share, Class B common stock	$	0.02	$	0.00	$	(0.01)	$	(0.00)


	Class B			Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance, January 1, 2022	4,312,500	$	431	$	—	$	(8,569,845)	$	(8,569,414)
Net loss	—		—		—		(445,616)		(445,616)
Balance, March 31, 2022	4,312,500		431		—		(9,015,461)		(9,015,030)
Net loss	—		—		—		(89,085)		(89,085)
Balance, June 30, 2022	4,312,500		431		—		(9,104,546)		(9,104,115)
Net income	—		—		—		350,124		350,124
Remeasurement of Class A common stock subject to possible redemption to redemption value	—		—		—		(585,772)		(585,772)
Balance, September 30, 2022	4,312,500	$	431	$	—	$	(9,340,194)	$	(9,339,763)


			Period From March
			4, 2021 (Inception)
	Nine Months Ended		Through
	September 30, 2022		September 30, 2021
Cash flows from operating activities:
Net loss	$	(184,577)	$	(234)
Adjustments to reconcile net loss to net cash used in operating activities
Trust Account interest income		(1,054,638)		—
Changes in operating assets and liabilities:
Prepaid expense		304,342		—
Accrued expenses		474,369		234
Net cash used in operating activities		(460,504)		—
Cash flows from financing activities:
Advance from Sponsor		—		1,000
Deferred offering costs paid		—		(25,750)
Proceeds from issuance of Class B common stock to Sponsor		—		25,000
Net cash provided by financing activities		—		250
Net change in cash		(460,504)		250
Cash at beginning of period		1,344,116		—
Cash at end of period	$	883,612	$	250
Supplemental disclosures of cash payments
Cash paid for taxes	$	—	$	—
Supplemental disclosure of non-cash financing activities:
Remeasurement of Class A common stock subject to possible redemption	$	585,772	$	—
Deferred offering costs included in accrued offering costs	$	—	$	310,000
Deferred offering costs included in due to Sponsor	$	—	$	66,340


Gross proceeds	$	172,500,000
Less:
Proceeds allocated to public warrants		(4,230,210)
Offering costs related to Class A common stock subject to possible redemption		(9,732,305)
Plus:
Re-Measurement of Class A common stock to redemption amount		12,075,080
Class A common stock subject to possible redemption at December 31, 2021		176,812,500
Re-Measurement of Class A common stock to redemption amount		585,772
Class A common stock subject to possible redemption at September 30, 2022	$	177,398,272


													Period From
													March 4, 2021
	Three Months Ended				Nine Months Ended				Three Months Ended				(Inception) through
	September 30, 2022				September 30, 2022				September 30, 2021				September 30, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share
Numerator:
Allocation of net income (loss)	$	280,099	$	70,025	$	(147,662)	$	(36,915)	$	—	$	—	$	—	$	(234)
Denominator:
Basic and diluted weighted average shares outstanding⁽¹⁾		17,250,000		4,312,500		17,250,000		4,312,500		—		4,312,500		—		4,312,500
Basic and diluted net income (loss) per share	$	0.02	$	0.02	$	(0.01)	$	(0.01)	$	0.00	$	0.00	$	0.00	$	(0.00)


Description	Level	September 30, 2022		December 31, 2021
Assets:
Investments held in the Trust Account	1	$	177,870,060	$	176,815,422


Exhibit Index No.		Description of Exhibit
3.1		Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2021).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14 (a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
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 Data File (formatted as Inline XBRL and contained in Exhibit 101).


		ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I

Date: November 10, 2022		/s/ Ivan Kaufman
		Ivan Kaufman
		Chief Executive Officer
		(Principal Executive Officer)

Date: November 10, 2022		/s/ Paul Elenio
		Paul Elenio
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Arbor Rapha Capital Bioholdings Corp. I